Five Star Senior LivingInc. (NASDAQ:FVE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Five Star Senior LivingInc. (NASDAQ:FVE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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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.

The Company held its annual meeting of stockholders on May15,
2017. The voting results of that meeting are noted in Item 5.07
below.

At the 2017 annual meeting, the Companys stockholders approved
the Five Star Senior LivingInc. Management Incentive Plan, or the
MIP, the purpose of which is to encourage the executive officers
of the Company to continue their efforts for the Company by
providing opportunities for them to earn cash bonuses and
share-based awards which constitute qualified performance-based
compensation under Section162(m)of the Internal Revenue Code of
1986, as amended. The performance objective under the MIP is the
Companys EBITDAR which is defined in the MIP as the Companys
earnings excluding interest expense, income tax provision or
benefit, depreciation and amortization expenses (including gain
or loss on sales of fixed assets), real estate rent expense, gain
or loss on extinguishment of debt, results of discontinued
operations, unusual or infrequently occurring items, executive
compensation under the MIP and litigation settlements. Each
element of EBITDAR will be calculated in accordance with
generally accepted accounting principles. The maximum amount
payable under the plan is 5% of EBITDAR for each twelve month
performance period under the MIP (which periods run annually from
October1 to the following September30). The Compensation has the
discretionary authority to reduce amounts otherwise payable to
MIP participants. Eligibility to participate in the MIP is
limited to individuals who are executive officers of the Company
on the date the Compensation Committee (which administers the
MIP) determines the participants in the MIP for the applicable
plan year. Participants in the MIP shall be selected by the
Compensation Committee from those executive officers. The MIP
will remain in effect until terminated by the Compensation
Committee or the Board of Directors.

Additional information about the MIP is included under the
heading Approval of The Five Star Senior Living Inc.
Management Incentive Plan (Item 4)
in the Companys proxy
statement for the 2017 annual meeting of stockholders filed with
the Securities and Exchange Commission (the SEC) on March6, 2017.
That proxy statement is available at the SECs website at
www.sec.gov.

The above description of the MIP does not purport to be complete
and is qualified in its entirety by reference to the MIP, a copy
of which is filed as Exhibit10.1 hereto and incorporated herein
by reference.

Item 5.07. Submission of Matters to a
Vote of Security Holders.

The Companys stockholders elected Barbara D. Gilmore as the
Independent Director in Group I of the Board of Directors for a
three year term of office until the Companys 2020 annual meeting
of stockholders and to serve until her successor is elected and
qualifies. Ms.Gilmore received the following votes:

For

Withhold

BrokerNon-Votes

27,758,920

11,549,397

7,501,323

The Companys stockholders also elected Barry M. Portnoy as the
Managing Director in Group I of the Board of Directors for a
three year term of office until the Companys 2020 annual meeting
of stockholders and to serve until his successor is elected and
qualifies.Mr.Portnoy received the following votes:

For

Withhold

BrokerNon-Votes

28,495,110

10,813,207

7,501,323

The Companys stockholders also voted on a non-binding advisory
resolution on the compensation paid to the Companys named
executive officers as disclosed to Item 402 of Regulation S-K in
the Companys proxy statement relating to the Companys 2017 annual
meeting of stockholders. This proposal received the following
votes:

For

Against

Abstain

BrokerNon-Votes

27,169,310

12,080,497

58,510

7,501,323

The Companys stockholders also voted on a non-binding advisory
vote on the frequency of future stockholder advisory votes to
approve executive compensation. This proposal received the
following votes:

OneYear

TwoYears

ThreeYears

Abstain

BrokerNon-Votes

11,723,026

63,815

27,435,884

85,592

7,501,323

Consistent with the stockholder vote, the Board of Directors
has determined that it will hold a non-binding, advisory vote
on the compensation paid to the Companys named executive
officers once every three years. The Board of Directors may, in
its discretion, determine to change the frequency with which
the Company holds this vote.

The Companys stockholders also approved the adoption of the
MIP. The MIP received the following votes:

For

Against

Abstain

BrokerNon-Votes

34,708,979

4,561,841

37,497

7,501,323

The Companys stockholders also ratified the appointment of RSM
US LLP as the Companys independent auditors to serve for the
2017 fiscal year. This proposal received the following votes:

For

Against

Abstain

BrokerNon-Votes

43,291,676

3,437,011

80,953

The results reported above are final voting results.

Item 8.01. Other Events.

On May15, 2017, the Company updated its Director compensation
arrangements. A summary of the Companys currently effective
Director compensation arrangements is filed as Exhibit10.2
hereto and is incorporated herein by reference.

Consistent with the Companys Director compensation
arrangements, on May15, 2017, the Company granted each of the
Companys Directors an award of 12,500 shares of the Companys
common stock, valued at $2.05 per share, the closing price of
the Companys common stock on The NASDAQ Stock Market LLC on
that date.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibits.

10.1 The Five Star Senior Living Inc. Management Incentive Plan

10.2 Summary of Director Compensation


About Five Star Senior Living Inc. (NASDAQ:FVE)

Five Star Senior Living Inc., formerly Five Star Quality Care, Inc., operates senior living communities, including independent living communities, assisted living communities and skilled nursing facilities (SNFs). The Company’s segments include senior living communities and rehabilitation and wellness. In the senior living communities segment, the Company operates for its own account or manage for the account of others independent living communities, assisted living communities and SNFs that are subject to centralized oversight and provide housing and services to elderly residents. In the rehabilitation and wellness segment, the Company provides services in the inpatient setting and in outpatient clinics. As of December 31, 2016, the Company operated 283 senior living communities located in 32 states with 31,830 living units, including 253 primarily independent and assisted living communities with 29,229 living units and 30 SNFs with 2,601 living units.

Five Star Senior Living Inc. (NASDAQ:FVE) Recent Trading Information

Five Star Senior Living Inc. (NASDAQ:FVE) closed its last trading session down -0.05 at 1.85 with 2,725,435 shares trading hands.

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