Sonida Senior Living, Inc 8-K, filed Jun 16, 2023
Sonida Senior Living, Inc. (SNDA)
About this 8-K
Sonida Senior Living, Inc filed this 8-K on June 16, 2023, reporting on events of June 15, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 15, 2023, the stockholders of Sonida Senior Living, Inc. (the “Company”) approved an amendment (“Amendment No. 3”) to the Company’s 2019 Omnibus Stock and Incentive Plan, as amended (the “2019 Plan”), at the Company’s 2023 Annual Meeting of Stockholders held on June 15, 2023 (the “Annual Meeting”). Amendment No. 3 (i) increases the number of shares of common stock that the Company may issue under the 2019 Plan from 797,600 shares to 1,297,600 shares of common stock and (ii) removes the limitation on the maximum number of shares of common stock with respect to which awards may be granted to any one participant during any calendar year. A copy of Amendment No. 3 is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 16, 2023, following receipt of stockholder approval at the Company’s Annual Meeting, the Company filed an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State to allow the Company to exculpate certain officers from liability for breach of the duty of care in certain actions. The Charter Amendment became effective upon filing. A copy of the Charter Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, Proposals 1, 2, 3, 4, 5 and 6 were approved by the Company’s stockholders and no other business was properly brought before the Annual Meeting. The proposals are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on April 28, 2023 (the “Proxy Statement”).
Proposal 1 - Election of Directors - The Company’s stockholders elected Brandon M. Ribar, Noah R. Beren and Shmuel S.Z. Lieberman to each serve as a director of the Company for three-year terms expiring at the Company’s annual meeting of stockholders to be held in 2026. The voting results for each of these individuals were as follows:
| Director |
Votes “FOR” | Votes “WITHHELD” |
Broker Non-Votes |
|||||||||
| Brandon M. Ribar |
6,519,414 | 499,098 | 310,446 | |||||||||
| Noah R. Beren |
6,493,263 | 525,249 | 310,446 | |||||||||
| Shmuel S.Z. Lieberman |
6,513,112 | 505,400 | 310,446 | |||||||||
Proposal 2 - Ratification of the Appointment of the Company’s Independent Auditors - The Company’s stockholders ratified the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023. The voting results were 7,266,735 shares “FOR,” 44,459 shares “AGAINST,” and 17,764 abstentions.
Proposal 3 - Advisory Vote on Executive Compensation - The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement in accordance with the compensation disclosure rules of the SEC. The voting results were 6,506,697 shares “FOR,” 508,538 shares “AGAINST,” 3,277 abstentions, and 310,446 broker non-votes.
Proposal 4 - Advisory Vote on Frequency of an Advisory Vote on Executive Compensation - The Company’s stockholders approved, on an advisory (non-binding) basis, the option of “EVERY ONE YEAR” as the preferred frequency for advisory votes on executive compensation. The voting results were 6,892,265 shares for the option of “EVERY ONE YEAR,” 171 shares for the option of “EVERY TWO YEARS,” 39,304 shares for the option of “EVERY THREE YEARS,” 86,772 abstentions, and 310,446 broker non-votes.
Consistent with a majority of the votes cast with respect to Proposal 4, the Company’s Board of Directors has determined that the Company will hold a stockholder vote on the compensation of the Company’s named executive officers once every year until the next required vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers as required pursuant to Section 14(A) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Proposal 5 - Amendment to the Company’s 2019 Omnibus Stock and Incentive Plan - The Company’s stockholders approved an amendment to the Company’s the 2019 Plan to (i) increase the number of shares of common stock that the Company may issue under such plan from 797,600 shares to 1,297,600 shares and (ii) remove the limitation on the maximum number of shares of common stock with respect to which awards may be granted to any one participant during any calendar year. The voting results were 5,960,270 shares “FOR,” 1,057,404 shares “AGAINST,” 838 abstentions, and 310,446 broker non-votes.
Proposal 6 - Amendment to the Company’s Certificate of Incorporation - The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to allow the Company to exculpate certain officers from liability for breach of the duty of care in certain actions. The voting results were 5,977,539 shares “FOR,” 1,039,904 shares “AGAINST,” 1,069 abstentions, and 310,446 broker non-votes.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 3.1 | Fifth Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Sonida Senior Living, Inc. | |
| 10.1 | Amendment No. 3 to Sonida Senior Living, Inc. 2019 Omnibus Stock and Incentive Plan, as amended. | |
| 104 | Cover Page Interactive Data File-formatted as Inline XBRL. | |
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.
| Date: June 16, 2023 | Sonida Senior Living, Inc. | |||||
| By: | /s/ David R. Brickman | |||||
| Name: | David R. Brickman | |||||
| Title: | Senior Vice President, Secretary and General Counsel | |||||
Exhibit 3.1
FIFTH CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED,
OF
SONIDA SENIOR LIVING, INC.
Sonida Senior Living, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:
FIRST: That the Board of Directors of the Corporation duly adopted resolutions proposing and declaring advisable the following amendment to the Corporation’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”):
The TWELFTH Article of the Certificate of Incorporation is hereby amended and restated in its entirety and replacing it with the following (words bolded and italicized solely for purposes of illustrating the changes):
“TWELFTH: No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) of a director under Section 174 of the Delaware General Corporation Law, (iv) for any transaction from which the director or officer derived an improper personal benefit, or (v) of an officer in any action by or in the right of the Corporation. In addition to the circumstances in which a director or officer of the Corporation is not personally liable as set forth in the preceding sentence, a director or officer of the Corporation shall not be liable to the fullest extent permitted by any amendment to the Delaware General Corporation Law hereafter enacted that further limits the liability of a director or officer, as applicable. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.”
SECOND: That the foregoing amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.
THIRD: All other provisions of the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, this Fifth Certificate of Amendment has been duly executed as of the 15th day of June 2023.
| SONIDA SENIOR LIVING, INC. | ||
| By: | /s/ Brandon M. Ribar | |
| Name: | Brandon M. Ribar | |
| Title: | President and Chief Executive Officer | |
Exhibit 10.1
AMENDMENT NO. 3 TO THE
SONIDA SENIOR LIVING, INC.
2019 OMNIBUS STOCK AND INCENTIVE PLAN
THIS AMENDMENT NO. 3 TO THE SONIDA SENIOR LIVING, INC. 2019 OMNIBUS STOCK AND INCENTIVE PLAN (this “Amendment”), is made effective upon the approval of the stockholders of the Company of this Amendment (the “Effective Date”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan (as defined below).
RECITALS
WHEREAS, Sonida Senior Living, Inc. (the “Company”) maintains the Company 2019 Omnibus Stock and Incentive Plan, as amended (the “Plan”);
WHEREAS, pursuant to the Plan, the Board of Directors of the Company (the “Board”) has the authority to amend the Plan from time to time; and
WHEREAS, the Board approved this Amendment pursuant to a resolution of the Board.
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows, effective as of the Effective Date:
AMENDMENT
| 1. | The first sentence of Section 3.1 of the Plan is hereby deleted and replaced in its entirety with the following: |
“Subject to Article 10, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan shall be 1,297,600 Shares (the “Share Pool”) plus (a) any reserved Shares not issued or subject to outstanding awards under the 2007 Omnibus Stock and Incentive Plan For the Company, as amended (the “Prior Plan”) on the Effective Date, and (b) any Shares that are subject to an award granted under the Prior Plan that is outstanding on the Effective Date, but that ceases to be subject to the award due to the award’s forfeiture, cancelation, or expiration, or because the award is paid or settled in cash.”
| 2. | Section 3.3 of the Plan is hereby amended in its entirety to read as follows: |
“3.3 Limitation on Annual Amount of Cash Paid With Respect to Any Award. Notwithstanding any provision in the Plan to the contrary, and subject to Article 10, the maximum amount that may be paid in cash during any calendar year with respect to any Award shall be $7,500,000.”
| 3. | This Amendment shall be and is hereby incorporated into and forms a part of the Plan. |
| 4. | Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect. |
| SONIDA SENIOR LIVING, INC. | ||
| By: | /s/ Brandon M. Ribar | |
| Name: Brandon M. Ribar | ||
| Title: President and Chief Executive Officer | ||