SELECT MEDICAL HOLDINGS CORP : Results of Operations and Financial Condition, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 2.02 Results of Operations and Financial Condition.

On July 30, 2020, Select Medical Holdings Corporation (the "Company") issued a press release announcing its financial results for its second quarter ended June 30, 2020. A copy of the press release and financial schedules are attached as Exhibit 99.1 to this report and incorporated herein by reference.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On July 28, 2020, the Compensation Committee of the Company awarded restricted shares of the Company's common stock to certain of the named executive officers pursuant to the Company's 2020 Equity Incentive Plan. The shares will vest in full on July 28, 2023. The grant of restricted stock to each named executive officer is listed below.

Name of Executive      Shares of Restricted Stock Granted
David S. Chernow                                  250,000
Robert A. Ortenzio                                250,000
Rocco A. Ortenzio                                 150,000
Martin F. Jackson                                 150,000
Michael E. Tarvin                                 100,000
John A. Saich                                      75,000


 Item9.01    Financial Statements and Exhibits.




(d) Exhibits.



Exhibit Number            Description

  99.1                      Press Release, dated July 30, 2020, announcing
                          financial results for the second quarter ended
                          June 30, 2020.
101.1                     Pursuant to Rule 406 of Regulation S-T, the cover page
                          to this Current Report on Form 8-K is formatted in
                          Inline XBRL
104.1                     Cover Page Interactive Data File (Embedded within the
                          Inline XBRL document)

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