This excerpt taken from the RHB DEF 14A filed Mar 25, 2009.
This proxy statement is furnished to the stockholders of RehabCare Group, Inc. in connection with our solicitation of proxies for use at the annual meeting of stockholders to be held at the Pierre Laclede Center, 7733 Forsyth Boulevard, Second Floor, St. Louis, Missouri 63105, on May 5, 2009 at 8:00 a.m., Central Time, and at all adjournments thereof, for the purposes set forth in the preceding notice of annual meeting of stockholders.
Under Securities and Exchange Commission (SEC) rules, we have elected to make our proxy materials available to stockholders over the Internet rather than mailing paper copies of those materials to stockholders. On March 25, 2009, we mailed a Notice of Intent Availability of Proxy Materials (Notice) to our stockholders, directing them to the website where they can access our 2009 proxy statement and 2008 annual report and view instructions on how to vote online or by telephone. If you received the Notice only and would like to receive a paper copy of the proxy materials, please follow the instructions on the Notice to request that a paper copy be mailed.
The proxy set forth on the accompanying proxy card is being solicited by our Board of Directors. All proxies will be voted in accordance with the instructions contained in the proxy. If no direction is specified in the proxy, duly submitted proxies will be voted for the election of the eight directors nominated by our Board of Directors in Proposal I and in favor of the ratification of KPMG LLP as our independent registered public accounting firm in Proposal II. A proxy may be revoked at any time before it is voted by filing a written notice of revocation or a later-dated proxy card with our corporate secretary at our principal offices or by attending the annual meeting and voting the shares in person. Attendance alone at the annual meeting will not revoke your proxy. If you voted online or by telephone and wish to change your vote, you may call the toll-free number or go to the Internet site, as applicable depending on the manner in which you previously voted, and follow the directions for changing your vote. Proxies that are properly submitted, timely received and not revoked will be voted in the manner indicated thereon at the annual meeting and any adjournment thereof.
We will bear the entire expense of soliciting proxies. Proxies initially will be solicited via the Internet. Our directors, executive officers and employees may also solicit proxies personally or by telephone or other means, but we will not compensate these persons for providing those solicitation services.
Only our stockholders of record at the close of business on March 5, 2009, are entitled to notice of, and to vote at, the annual meeting. On this date, there were 18,398,380 shares of our common stock, $0.01 par value, outstanding, including 706,498 shares of unvested restricted stock.
Each outstanding share of our common stock on the record date is entitled to one vote for each director to be elected at the annual meeting and one vote on each proposal presented at the annual meeting. Our stockholders do not have the right to cumulate votes in the election of directors. A majority of the outstanding shares of common stock present in person or by proxy will constitute a quorum at the annual meeting. Ms. Patricia S. Williams, Senior Vice President and General Counsel, will serve as the inspector of elections at the annual meeting and will oversee the tabulation of the votes.
A plurality of the votes cast is required for the election of directors, which means that the nominees with the eight highest vote totals will be elected as our directors. As a result of the foregoing, a designation on the proxy that the stockholder is withholding authority for a nominee or nominees and broker non-votes do not have an effect on the results of the vote for the election of directors. A designation on the proxy that the stockholder is withholding authority to vote for a nominee or nominees will be counted, but broker non-votes will not be counted, for the purpose of determining the number of shares represented at the meeting for purposes of determining whether a quorum of shares is present. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.
The ratification of the appointment of KPMG LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast on the proposal. An abstention will be counted as a vote cast and will have the effect of a vote cast against the proposal. A broker non-vote will have no effect on the proposal to ratify KPMG LLP as our registered public accountants.