Skip to main content

8-K

Sabra Health Care REIT, Inc. (SBRA)

8-K 2025-06-12 For: 2025-06-12
View Original
Added on April 07, 2026

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): June 12, 2025

SABRA HEALTH CARE REIT, INC.

(Exact name of registrant as specified in its charter)

Maryland 001-34950 27-2560479
(State of<br>Incorporation) (Commission<br>File Number) (I.R.S. Employer<br>Identification No.)
1781 Flight Way Tustin CA 92782
--- --- --- ---
(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
Common stock, $0.01 par value SBRA The Nasdaq Stock Market LLC

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 5.07 Submission of Matters to a Vote of Security Holders.

(a) The annual meeting of stockholders of the Company (the “Annual Meeting”) was held on June 12, 2025.

(b) At the Annual Meeting, the Company’s stockholders (i) elected the seven nominees identified in the table below to the Board of Directors of the Company to serve until the Company’s 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified (“Election of Directors”), (ii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Auditor Ratification”) and (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2025 (“Advisory Compensation Vote”). Set forth below are the final voting tallies for the Annual Meeting:

Election of Directors

For Against Abstain Broker Non-Votes
Craig A. Barbarosh 190,332,344 5,305,636 185,326 18,401,197
Katie Cusack 195,017,061 588,709 217,536 18,401,197
Michael J. Foster 189,419,170 6,227,492 176,644 18,401,197
Lynne S. Katzmann 190,135,865 5,520,642 166,799 18,401,197
Ann Kono 195,387,002 269,406 166,898 18,401,197
Jeffrey A. Malehorn 194,449,956 1,200,202 173,148 18,401,197
Richard K. Matros 185,611,221 7,741,639 2,470,446 18,401,197

Auditor Ratification

For Against Abstain Broker Non-Votes
212,252,074 1,808,222 164,207

Advisory Compensation Vote

For Against Abstain Broker Non-Votes
187,601,132 7,853,769 368,405 18,401,197

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.
Date: June 12, 2025 /S/ MICHAEL COSTA
Name: Michael Costa
Title: Chief Financial Officer, Secretary and<br>Executive Vice President