8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) December 31, 2021

Sonida Senior Living, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-13445	75-2678809
(Commission File Number)	(IRS Employer Identification No.)

16301 Quorum Drive
Suite 160A
Addison, TX 75001	75254
(Address of principal executive offices)	(Zip Code)

(972) 770-5600

(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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))

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

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SNDA	New York Stock Exchange

Item 5.02. Departure of Directors Or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of Sonida Senior Living, Inc. (the “Company”) has concluded that certain of the performance shares granted to Kimberly S. Lody, the Company’s President and Chief Executive Officer, in November, 2021 (the “Performance Share Award”) under the Sonida Senior Living, Inc. 2019 Omnibus Stock and Incentive Plan, as amended (the “Plan”), were granted in excess of the annual limit set forth in the Plan (the “Award Limit”) as a result of an oversight regarding the impact of the 1-for-15 reverse stock split completed by the Company in December, 2020. As a result, the Compensation Committee of the Board (the “Compensation Committee”) rescinded 30,039 of the shares of Company common stock (the “Common Stock”) granted pursuant to the Performance Share Award effective as of December 31, 2021 (collectively, the “Rescinded Performance Shares”).

Because the Performance Share Award was deemed to be an integral part the executive’s compensation, the Compensation Committee granted to Ms. Lody new performance shares pursuant to the Plan covering the same number of shares of Common Stock as the Rescinded Performance Shares, effective as of January 3, 2022 and subject to the same terms and conditions as the Rescinded Performance Shares, including the same vesting terms and performance period.

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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: January 3, 2022	Sonida Senior Living, Inc.
	By:	/s/ David R. Brickman
	Name:	David R. Brickman
	Title:	Senior Vice President, Secretary and General Counsel

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XML

Document and Entity Information	Dec. 31, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001043000
Document Type	8-K
Document Period End Date	Dec. 31, 2021
Entity Registrant Name	Sonida Senior Living, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	1-13445
Entity Tax Identification Number	75-2678809
Entity Address, Address Line One	16301 Quorum Drive
Entity Address, Address Line Two	Suite 160A
Entity Address, City or Town	Addison
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75254
City Area Code	(972)
Local Phone Number	770-5600
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	SNDA
Security Exchange Name	NYSE