UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
(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 | ||
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Stockholders (the “Annual Meeting”) of Sonida Senior Living, Inc. (the “Company”) held on June 10, 2025, Proposals 1, 2, and 3 (as described below) were approved by the Company’s stockholders, and no other business was properly brought before the Annual Meeting. The proposals are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on April 29, 2025 (the “Proxy Statement”).
Proposal 1 – Election of Directors – The Company’s stockholders elected Lilly H. Donohue, Benjamin P. Harris, and David W. Johnson to each serve as a director of the Company for three-year terms expiring at the Company’s annual meeting of stockholders to be held in 2028. The voting results for each of these individuals were as follows:
| Director |
Votes “FOR” | Votes “AGAINST” | Abstentions | Broker Non-Votes | ||||||||||||
| Lilly H. Donohue |
17,063,050 | 38,084 | 68 | 847,724 | ||||||||||||
| Benjamin P. Harris |
16,933,815 | 167,319 | 68 | 847,724 | ||||||||||||
| David W. Johnson |
17,091,513 | 9,621 | 68 | 847,724 | ||||||||||||
Proposal 2 - Ratification of the Appointment of the Company’s Independent Auditors – The Company’s stockholders ratified the Audit Committee’s appointment of BDO USA, P.C., independent accountants, as the Company’s independent auditors for the fiscal year ending December 31, 2025. The voting results were 17,947,550 shares “FOR,” 1,358 shares “AGAINST,” and 18 abstentions.
Proposal 3 – Advisory Vote on Executive Compensation – The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement in accordance with the compensation disclosure rules of the SEC. The voting results were 17,046,441 shares “FOR,” 33,976 shares “AGAINST,” 20,785 abstentions, and 847,724 broker non-votes.
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: June 12, 2025 | Sonida Senior Living, Inc. | |||||
| By: | /s/ Tabitha Bailey | |||||
| Name: | Tabitha Bailey | |||||
| Title: | Senior Vice President and Chief Legal Officer | |||||
Document and Entity Information |
Jun. 10, 2025 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001043000 |
| Document Type | 8-K |
| Document Period End Date | Jun. 10, 2025 |
| 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 | 14755 Preston Road |
| Entity Address, Address Line Two | Suite 810 |
| Entity Address, City or Town | Dallas |
| 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 |
SES?91][P0??R