SABRA HEALTH CARE REIT, INC. (NASDAQ:SBRA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Broker Non-Votes

ME Staff 8-k

7 years ago

Item 5.02.

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

(e) Compensatory Arrangements of Certain Officers.

The Board of Directors (the Board) of Sabra Health Care REIT, Inc.
(the Company) previously approved amending the Sabra Health Care
REIT, Inc. 2009 Performance Incentive Plan (the 2009 Plan), subject
to stockholder approval of the amendments to the 2009 Plan. As
disclosed in Item 5.07 of this Form 8-K, the Companys stockholders
have approved the amendments to the 2009 Plan.

The following summary of the amendments to the 2009 Plan is
qualified in its entirety by reference to the text of the 2009
Plan, which is filed as Exhibit 10.1 hereto and incorporated herein
by reference.

Among other things, the 2009 Plan reflects amendments to (i)
increase the number of shares of the Companys common stock
available for award grants under the 2009 Plan by approximately
3,109,894 shares and provide for a new share limit that is equal to
(1) 3,350,000 shares, less (2) the number of any shares subject to
awards granted under the 2009 Plan after December 31, 2016 and on
or before the date of the Annual Meeting (as defined below) (with
any full value awards counting as 1.25 shares against the share
limit), plus (3) any shares that become available as a result of
forfeitures, cash settlements or otherwise to the share counting
rules contained in the 2009 Plan after December 31, 2016; (ii)
extend the Companys authority to grant awards under the 2009 Plan
intended to qualify as performance-based compensation within the
meaning of Section 162(m) of the U.S. Internal Revenue Code through
the 2022 annual meeting of stockholders; (iii) extend the term of
the 2009 Plan to April 20, 2027; and (iv) provide that the maximum
compensation that may be paid to any non-employee director for the
directors service on the Board in any one calendar year is
$600,000.

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

(a) The Company’s annual meeting of stockholders (the Annual
Meeting) was held on June 20, 2017.

(b) At the Annual Meeting, the Companys stockholders (a) elected
the five nominees identified in the table below to the Board of
Directors of the Company to serve until the Companys 2017 Annual
Meeting of Stockholders and until their respective successors are
duly elected and qualified (Election of Directors), (b) approved
the amendments to the Sabra Health Care REIT, Inc. 2009
Performance Incentive Plan (the Plan Amendments), (c) ratified
the appointment of PricewaterhouseCoopers LLP as the Companys
independent registered public accounting firm for the fiscal year
ending December 31, 2017 (Auditor Ratification), (d) approved, on
an advisory basis, the compensation of the Companys named
executive officers as set forth in the Companys definitive proxy
statement filed with the Securities and Exchange Commission on
April 25, 2017 (Advisory Compensation Vote) and (e) approved, on
an advisory basis, a one-year frequency for future advisory votes
on named executive officer compensation (Advisory Frequency
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	56,474,534	309,495	36,468	5,159,534
Robert A. Ettl	46,228,665	10,547,377	44,455	5,159,534
Michael J. Foster	55,466,307	1,317,752	36,438	5,159,534
Richard K. Matros	55,474,889	1,268,144	77,464	5,159,534
Milton J. Walters	55,453,306	1,330,328	36,863	5,159,534

Plan Amendements

Auditor Ratification



For	Against	Abstain
59,987,416	1,929,393	63,222

Advisory Compensation Vote



For	Against	Abstain	Broker Non-Votes
55,541,959	1,169,311	109,227	5,159,534

Advisory Frequency Vote



1 Year	2 Years	3 Years	Abstain
49,768,564	143,506	6,816,972	91,455

(d) On June 20, 2017, following the Annual Meeting, the Companys
Board of Directors agreed that an advisory vote on named
executive compensation would be held annually until the next
required vote on the frequency of such votes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Sabra Health Care REIT, Inc. 2009 Performance Incentive
Plan, effective April 21, 2017.

Designates a management compensation plan, contract or
arrangement.

Sabra Health Care REIT, Inc. ExhibitEX-10.1 2 ex101sabra_2009xperformanc.htm 2009 PERFORMANCE INCENTIVE PLAN Exhibit SABRA HEALTH CARE REIT,…To view the full exhibit click here About SABRA HEALTH CARE REIT, INC. (NASDAQ:SBRA)
Sabra Health Care REIT, Inc. is a real estate investment trust. The Company owns and invests in real estate serving the healthcare industry. The Company’s segment is investments in healthcare-related real estate properties. Its primary business consists of acquiring, financing and owning real estate property to be leased to third-party tenants in the healthcare sector. Its investment portfolio includes approximately 180 real estate properties held for investment, including over 100 skilled nursing/transitional care facilities, over 80 senior housing facilities and over two acute care hospitals; approximately 20 investments in loans receivable, including over eight mortgage loans, approximately three construction loans, over two mezzanine loans and approximately three pre-development loans, and over 10 preferred equity investments. Its portfolio includes various healthcare facilities, such as skilled nursing/transitional care facilities; senior housing, and acute care hospital.