New Senior Investment Group Inc. (NYSE:SNR) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.
At the Annual Meeting of Stockholders (the “Annual Meeting”) of New Senior Investment Group Inc. (the “Company”), held on June11, 2018, the stockholders of the Company voted on the matters described below.
As of April19, 2018, the record date for the Annual Meeting, holders of 82,148,869 shares of common stock of the Company were entitled to vote.
| 1. | The Company’s stockholders elected two ClassI directors to serve until the 2021 Annual Meeting of Stockholders, and until their successors are elected and duly qualified, subject to earlier retirement, resignation or removal. The numbers of shares that voted for the election of such directors, withheld authority to vote for such directors, and represented broker non-votes with respect to this proposal are summarized in the table below. |
|
DirectorNominees |
Votes For | VotesWithheld | BrokerNon-Votes* |
|
Virgis W. Colbert |
14,892,367 | 38,309,383 | 22,662,498 |
|
Cassia van der Hoof Holstein |
16,288,737 | 36,913,013 | 22,662,498 |
| 2. | The Company’s stockholders ratified the appointment of Ernst& Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of Ernst& Young LLP are summarized in the table below. |
|
Votes For |
VotesAgainst | Abstentions |
| 74,428,260 | 1,287,208 | 148,780 |
| 3. | The Company’s stockholders approved a non-binding stockholder proposal to adopt “majority voting” in uncontested elections of directors. The numbers of shares that voted for, against and abstained from voting for or against the proposal, and represented broker non-votes with respect to this proposal are summarized in the table below. |
|
Votes For |
VotesAgainst | Abstentions | BrokerNon-Votes* |
| 49,075,975 | 788,591 | 3,337,179 | 22,662,498 |
| * | Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the rules of the New York Stock Exchange (“NYSE”) from voting on a particular matter. Under NYSE rules, when a broker holding shares in “street name” does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who did not receive instructions were not entitled to vote on the election of directors, but they were entitled to vote on the ratification of the appointment of the independent registered public accounting firm. |
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About New Senior Investment Group Inc. (NYSE:SNR)
New Senior Investment Group Inc. is a real estate investment trust (REIT) with a diversified portfolio of senior housing properties located across the United States. The Company conducts its business through two segments: Managed Properties and Triple Net Lease Properties. Under its Managed Properties segment, the Company operates approximately 100 properties under property management agreements with the Property Managers. Under its Triple Net Lease Properties segment, the Company leases over 60 of its properties under approximately four triple net master leases. The Managed Properties consist of over 50 independent living facilities (IL-only) and approximately 40 properties with a combination of assisted living/memory care (AL/MC) facilities. The Triple Net Lease Properties consist of over 50 IL-only properties, approximately five rental continuing care retirement communities (CCRC) properties and over one AL/MC property.