8-K

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): December 7, 2020

SABRA HEALTH CARE REIT, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-34950	27-2560479
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

18500 Von Karman Avenue	Suite 550	Irvine	CA	92612
(Address of principal executive offices)				(Zip Code)

Registrant's telephone number including area code: (888) 393-8248  

(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:  

☐ 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(s)	Name of each exchange on which registered
Common stock, $0.01 par value	SBRA	The Nasdaq Stock Market LLC

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. ☐

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

Appointment of Director

On and effective as of December 7, 2020, the Board of Directors of Sabra Health Care REIT, Inc., a Maryland corporation (the “Company”), appointed Clifton J. Porter II to serve as a member of the Board of Directors until the Company’s 2021 Annual Meeting of Stockholders and until his successor is duly elected and qualifies.

As a non-employee director, Mr. Porter will receive compensation in the same manner as the Company’s other non-employee directors, in accordance with the Company’s Directors’ Compensation Policy, which is attached as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on February 24, 2020, which exhibit is incorporated herein by this reference.

There is no arrangement or understanding between Mr. Porter and any other persons pursuant to which Mr. Porter was appointed as a director, and Mr. Porter has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits.
99.1	Press Release dated December 8, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

SABRA HEALTH CARE REIT, INC.
/S/    HAROLD W. ANDREWS, JR.
Name:	Harold W. Andrews, Jr.
Title:	Executive Vice President, Chief Financial Officer and Secretary

Dated: December 8, 2020

EX-99.1

Sabra Health Care REIT Appoints Clifton J. Porter II to Board of Directors

IRVINE, Calif.--(BUSINESS WIRE)-- Sabra Health Care REIT, Inc. (“Sabra”) (Nasdaq: SBRA) today announced the appointment of Clifton J. Porter II to its Board of Directors.

Clifton J. Porter II currently serves as Senior Vice President of the American Healthcare Association/ National Center for Assisted Living and is responsible for leading and executing the Association’s policy and legislative agenda impacting both the skilled nursing and assisted living sectors. Mr. Porter has over 31 years of experience in the long-term care profession, starting in operations as an Administrator in Training in 1989 ultimately leading to the oversight of multiple facilities in a large urban market. In 2004, Mr. Porter developed and led the Government Relations function for one of the largest post-acute companies in the country and covered both state and federal policy/legislative oversight. In 2013 Mr. Porter assumed his current duties at AHCA/NCAL.

Mr. Porter possesses the understanding and experience of an operator and has the unique ability to overlay policy implications through a real-world lens. He has been intricately involved in landmark legislation including the IMPACT Act, Physician SGR repeal, SNF Value Based Purchasing, Medicaid reform legislation and most recently the government’s response to the COVID pandemic.

Mr. Porter is a 1989 graduate of the Medical College of Virginia, Virginia Commonwealth University with a BS in Healthcare Management. He also serves in varying volunteer endeavors focused on the leadership development of African-American college students.

Commenting on Mr. Porter’s appointment to the Board, Rick Matros, CEO and Chairman, said, “I have known Clif for over thirty years. His expertise in the policy arena and his relationships on Capitol Hill are unique to the Sabra Board and invaluable as we continue to grow the company’s existing asset classes. As important, his professionalism, integrity and the transparency with which he operates fits perfectly with the culture of the Sabra Board and Sabra as a company. Joining the Board now as we navigate through COVID and move forward into the post COVID world is particularly timely and important.”

About Sabra

Sabra operates as a self-administered, self-managed real estate investment trust (a “REIT”) that, through its subsidiaries, owns and invests in real estate serving the healthcare industry throughout the United States and Canada.

Investor & Media Inquiries: 1-888-393-8248 or investorinquiries@sabrahealth.com

XML

Document and Entity Information	Dec. 07, 2020
Cover [Abstract]
Title of 12(b) Security	Common stock, $0.01 par value
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 07, 2020
Entity Registrant Name	SABRA HEALTH CARE REIT, INC.
Entity Central Index Key	0001492298
Entity Incorporation, State or Country Code	MD
Entity File Number	001-34950
Entity Tax Identification Number	27-2560479
Entity Address, Address Line One	18500 Von Karman Avenue
Entity Address, Address Line Two	Suite 550
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92612
City Area Code	888
Local Phone Number	393-8248
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Trading Symbol	SBRA
Security Exchange Name	NASDAQ