Sabra Health Care REIT, Inc 8-K, filed Jan 12, 2021
Sabra Health Care REIT, Inc. (SBRA)
8-K
2021-01-12
For: 2021-01-11
View Original
Added on
April 07, 2026
About this 8-K
Sabra Health Care REIT, Inc filed this 8-K on January 12, 2021, reporting on events of January 11, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 11, 2021
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||||||||
Registrant's telephone number including area code: (888 ) 393-8248
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
Appointment of Executive Officer
On and effective as of January 11, 2021, the Board of Directors of Sabra Health Care REIT, Inc., a Maryland corporation (the “Company”), appointed Michael Costa to serve as Executive Vice President - Finance and Chief Accounting Officer until his successor is duly elected and qualifies. In this position, Mr. Costa will serve as the Company’s Principal Accounting Officer. Mr. Costa, age 42, currently serves as the Company’s Executive Vice President - Finance, a position he has held since August 2017. Previously, Mr. Costa held various leadership positions overseeing the Company’s accounting and finance functions since Sabra’s inception in November 2010.
In connection with his appointment as Chief Accounting Officer, Mr. Costa’s annual base salary will be increased from $340,704 to $400,000. There are no arrangements or understandings between Mr. Costa and any other person pursuant to which Mr. Costa was appointed as Executive Vice President - Finance and Chief Accounting Officer, and there are no transactions in which Mr. Costa has an interest that would require disclosure under Item 404(a) of Regulation S-K. No family relationship exists between Mr. Costa and any director or other executive officer of the Company.
Appointment of Director
On and effective as of January 11, 2021, the Company’s Board of Directors increased the size of the Company’s Board of Directors from ten to eleven directors and appointed Katie Cusack to serve as a member of the Board of Directors until the Company’s 2021 Annual Meeting of Stockholders and until her successor is duly elected and qualifies.
As a non-employee director, Ms. Cusack will receive compensation in the same manner as the Company’s other non-employee directors, in accordance with the Company’s Directors’ Compensation Policy, which is attached as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on February 24, 2020, which exhibit is incorporated herein by this reference.
There is no arrangement or understanding between Ms. Cusack and any other persons pursuant to which Ms. Cusack was appointed as a director, and Ms. Cusack has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure | ||||
On January 12, 2021, the Company issued press releases announcing the appointment of Mr. Costa as Executive Vice President - Finance and Chief Accounting Officer and the appointment of Ms. Cusack to the Board of Directors, as set forth in Item 5.02 of this Current Report on Form 8-K.
Copies of the press releases regarding the appointments of Mr. Costa and Ms. Cusack are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, hereto. This information shall not be deemed “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 and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits | ||||
| (d) | Exhibits. | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SABRA HEALTH CARE REIT, INC. | |||||||||||
| /S/ HAROLD W. ANDREWS, JR. | |||||||||||
| Name: | Harold W. Andrews, Jr. | ||||||||||
| Title: | Executive Vice President, Chief Financial Officer and Secretary | ||||||||||
Date: January 12, 2021
Sabra Health Care REIT Appoints Michael Costa as Chief Accounting Officer
IRVINE, Calif.--(BUSINESS WIRE)-- Sabra Health Care REIT, Inc. (“Sabra”) (Nasdaq: SBRA) today announced that Michael Costa has been appointed Chief Accounting Officer and, in such capacity, has been designated by the Company’s Board of Directors as the Company’s principal accounting officer.
Mr. Costa currently serves as Sabra’s Executive Vice President - Finance, a position he has held since August 2017. Previously, Mr. Costa held various leadership positions overseeing Sabra’s accounting and finance functions since Sabra’s inception in November 2010. Mr. Costa has more than 15 years of experience in commercial real estate finance and accounting, having previously worked for KBS Realty Advisors and Ernst & Young’s Real Estate Assurance practice.
Mr. Costa earned his master’s degree in Accounting from the University of Virginia and his bachelor’s degree in Accounting from California State University, Fullerton. Michael is a Certified Public Accountant and licensed real estate broker in California.
Commenting on Mr. Costa’s expanded responsibilities, Harold Andrews, Executive Vice President, CFO and Secretary, said, “Michael and I have worked closely together since 2010, starting just prior to the formation of Sabra. He has been a key member of the management team and played a critical role in our successes these past 10 years. I am very excited that Michael has achieved this milestone in his career and look forward to his ongoing contributions to our success at Sabra.”
About Sabra
Sabra operates as a self-administered, self-managed real estate investment trust (a “REIT”) that, through its subsidiaries, owns and invests in real estate serving the healthcare industry throughout the United States and Canada.
Investor & Media Inquiries: 1-888-393-8248 or investorinquiries@sabrahealth.com
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Sabra Health Care REIT Appoints Katie Cusack to its Board of Directors
IRVINE, Calif.--(BUSINESS WIRE)-- Sabra Health Care REIT, Inc. (“Sabra”) (Nasdaq: SBRA) today announced the appointment of Katie Cusack to its Board of Directors.
Ms. Cusack currently serves as Chief Operating Officer of Cornell Capital LLC, a $4 billion private investment firm with offices in New York and Hong Kong. From 2007 to 2020, Ms. Cusack served in various capacities at Credit Suisse, including Chief Operating Officer for the Investment Banking Division in both Asia Pacific and Europe, Middle East and Africa, and as the Head of Ultra-High Net Worth Coverage. Prior to joining Credit Suisse, Ms. Cusack served as a Managing Director at MTS Health Partners LP, where she provided strategic advisory services to corporate clients in the health care services industry. She began her banking career at Goldman Sachs in the Mergers & Acquisitions group and Principal Investing Area.
Ms. Cusack serves in a volunteer capacity as a trustee of Hudson Guild, a Chelsea-based settlement house providing social services to over 14,000 New Yorkers.
Ms. Cusack holds an MBA from the University of Chicago Graduate School of Business and a BA in East Asian Studies from Princeton University.
Commenting on Ms. Cusack’s appointment to the Board, Rick Matros, CEO and Chairman, said, “I first became acquainted with Katie when I engaged MTS as an advisor during the Sun Healthcare Group bankruptcy and subsequent restructuring. Since then I have enjoyed watching the journey her career has taken her on. She has been successful with every move she has made. Katie brings a unique skill set and perspective to Sabra and with the recent additions of Clif Porter and Ann Kono to the Board we have materially broadened the depth, strength and diversity of the Sabra Board. As we enter our second decade, and with the promotion of Michael Costa announced today, we believe we are positioned to move forward with a leadership team second to none.”
About Sabra
Sabra operates as a self-administered, self-managed real estate investment trust (a “REIT”) that, through its subsidiaries, owns and invests in real estate serving the healthcare industry throughout the United States and Canada.
Investor & Media Inquiries: 1-888-393-8248 or investorinquiries@sabrahealth.com
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