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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): May 27, 2021

 

 

New Senior Investment Group Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-36499   80-0912734

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

55 West 46th Street, Suite 2204

New York, New York 10036

(Address of principal executive office)

646-822-3700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K 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:

 

Name of each exchange

on which registered:

Common stock, $0.01 par value per share   SNR   New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 under the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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.

At the Annual Meeting of Shareholders (the “Annual Meeting”) of New Senior Investment Group Inc. (the “Company”), held on May 27, 2021, the shareholders of the Company voted on the matters described below.

As of April 1, 2021, the record date for the Annual Meeting, holders of 83,819,799 shares of common stock of the Company were entitled to vote.

 

1.

The Company’s shareholders elected two Class I directors to serve until the 2024 annual meeting of shareholders, 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 by broker non-votes with respect to this proposal are summarized in the table below.

 

Director Nominee    Votes For      Votes Withheld      Abstentions      Broker Non-Votes  

Norman K. Jenkins

     59,268,121        631,943        250,839        12,825,676  

Cassia van der Hoof Holstein

     58,605,553        1,294,190        251,160        12,825,676  

 

2.

The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. 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

 

Votes Against

 

Abstentions

71,456,196

 

1,451,939

 

68,444

 

3.

The Company’s shareholders approved by non-binding advisory vote the compensation of the Company’s named executive officers. The numbers of shares that voted for, against and abstained from voting for or against the proposal, and represented by broker non-votes with respect to this proposal, are summarized in the table below.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

57,352,401

 

1,917,541

 

880,961

 

12,825,676

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 thereunto duly authorized.

 

    NEW SENIOR INVESTMENT GROUP INC.
Date: May 28, 2021     By:  

/s/ Lori B. Marino

      Lori B. Marino
      Executive Vice President, General Counsel and Secretary
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