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HEALTHSOUTH CORP FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 1, 2014



Item 5.07. Submission of Matters to a Vote of Security Holders. On May 1, 2014, HealthSouth Corporation ("HealthSouth" or the "Company") held its 2014 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders voted on the following proposals: 1. election of all ten persons nominated by the Company's board of directors;

2. ratification of PricewaterhouseCoopers LLP as its independent registered public accounting firm; and 3. approval of the compensation of the Company's named executive officers, as disclosed in the proxy statement filed on April 1, 2014 pursuant to the compensation disclosure rules of the Securities and Exchange Commission.



As of the record date for the Annual Meeting, there were 88,612,884 shares of the Company's common stock and 96,245 shares of the Company's 6.50% Series A Convertible Perpetual Preferred Stock issued and outstanding. Each share of common stock and preferred stock was entitled to one vote on each matter properly brought before the Annual Meeting. The common stock and preferred stock voted together as a class. Votes representing 93.6% of the combined voting power of the common stock and preferred stock were present in person or represented by proxy at the Annual Meeting. The final voting results for the Annual Meeting were as follows: • Proposal 1, election of directors, which passed:

Name of Nominee Votes For Votes Withheld Votes Abstained John W. Chidsey 75,820,626 481,373 N/A Donald L. Correll 75,823,920 478,079 N/A Yvonne M. Curl 75,372,937 929,062 N/A Charles M. Elson 74,700,526 1,601,473 N/A Jay Grinney 75,822,662 479,337 N/A Joan E. Herman 74,662,613 1,639,386 N/A Leo I. Higdon, Jr. 75,750,176 551,823 N/A Leslye G. Katz 75,819,252 482,747 N/A John E. Maupin, Jr. 74,278,041 2,023,958 N/A L. Edward Shaw, Jr. 75,822,520 479,479 N/A

• Proposal 2, ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm, which passed: Votes For Votes Against Votes Abstained 82,259,662 675,942 59,253 • Proposal 3, approval of the compensation of the Company's named executive officers, which passed: Votes For Votes Against Votes Abstained 75,546,714 712,490 42,795



Proposals 1 and 3 each received 6,692,858 broker non-votes. There were no broker non-votes on Proposal 2.

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Source: Edgar Glimpses


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