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): November 23, 2020

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 offices)

(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
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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 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.  o

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

Arrangements of Certain Officers.

(d) Election of Directors. On November 23, 2020, New Senior Investment Group Inc. announced that its Board of Directors (the “Board”) has elected Norman K. Jenkins as a director, effective immediately.

The election of Mr. Jenkins furthers the Board’s overall refreshment and diversity goals to maintain a board that, taken as a whole, has the best combination of knowledge, skills, experience and perspectives to provide comprehensive and effective oversight of the Company and support the Company’s strategic goals, as well as the knowledge, ability and independence to deliver the high standard of governance expected by the Company’s stockholders.

This election is the first step of what is intended to be a multi-step refreshment plan.

Mr. Jenkins will serve as a Class I Director with a term expiring at the 2021 annual meeting of stockholders. Mr. Jenkins will receive the standard annual Board compensation for non-employee directors for 2020. In connection with this election, the Board increased its size to eight members.

The Board also considered the independence of Mr. Jenkins under the New York Stock Exchange listing standards and the Company's corporate governance principles and concluded that Mr. Jenkins is an independent director under the applicable standards. The Board appointed Mr. Jenkins to serve as a member of the Audit Committee.

There are no arrangements or understandings between Mr. Jenkins and any other person pursuant to which Mr. Jenkins was elected as a director. As of the date of his election, neither Mr. Jenkins nor any of his immediate family members has not entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Jenkins’ election to the Board is attached as Exhibit 99.1 hereto and incorporated into this Current Report on Form 8-K by reference.

Item 9.01. Financial Statements and Exhibits

(d)    Exhibits    

Exhibit No.        Description                                        

99.1            Press Release issued by New Senior Investment Group Inc., dated November 23, 2020.

104             Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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: November 23, 2020	By:	/s/ Lori B. Marino
		Lori B. Marino
		Executive Vice President, General Counsel & Secretary

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EX-99.1

Exhibit 99.1

Contact:    

Jane Ryu

646-822-3700

NEW SENIOR ANNOUNCES ELECTION OF NORMAN K. JENKINS TO BOARD OF DIRECTORS

NEW YORK — November 23, 2020 — New Senior Investment Group Inc. (“New Senior” or the “Company”) (NYSE: SNR) announced today the election of Norman K. Jenkins, President, Chief Executive Officer and Managing Partner of Capstone Development, LLC, as an independent director to the Company’s Board of Directors (the “Board”), effective immediately.

“On behalf of the Board of Directors of New Senior, we are very pleased to have Norman Jenkins joining us. His deep knowledge of real estate, the hospitality sector, finance, acquisitions and development will give us important perspectives as we work to continue to grow the Company,” said Susan Givens, President & Chief Executive Officer of New Senior. “His public company board expertise and highly relevant industry experience will bring depth to our Board and further our goal of maintaining a board that has the best combination of knowledge, skills, experience and perspectives to provide comprehensive and effective oversight of the Company and support our strategic goals.”

Mr. Jenkins is President and Chief Executive Officer of Capstone Development, LLC, a privately-held developer of institutional-quality lodging assets. Prior to founding Capstone Development in 2009, Mr. Jenkins was with Marriott International for 16 years, serving in various leadership positions before being named Senior Vice President of North American Lodging Development. While with Marriott, Mr. Jenkins was the architect of the company’s industry-leading Diversity Ownership Initiative, which doubled the number of diverse-owned Marriott hotels over a three-year period and resulted in a diverse-owned company becoming Marriott’s second largest franchisee. His experience also includes five years with McDonald’s Corporation holding finance and operating positions.

Mr. Jenkins has served on the Board of Directors of Duke Realty Corporation, a publicly-traded industrial REIT, since 2017. Mr. Jenkins also serves as a director of the Washington DC Developer Roundtable. In addition, Mr. Jenkins is a former member of the Board of Trustees of Suburban Hospital and the Howard University Board of Trustees. Mr. Jenkins earned a BA in Accounting from Howard University, an MBA from George Washington University and is a certified public accountant.

ABOUT NEW SENIOR

New Senior Investment Group Inc. (NYSE: SNR) is a publicly-traded real estate investment trust with a diversified portfolio of senior housing properties located across the United States. New Senior is one of the largest owners of senior housing properties, with 103 properties across 36 states. More information about New Senior can be found at www.newseniorinv.com.

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Cover	Nov. 23, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 23, 2020
Entity Registrant Name	New Senior Investment Group Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36499
Entity Tax Identification Number	80-0912734
Entity Address, Address Line One	55 West 46th Street, Suite 2204
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	(646)
Local Phone Number	822-3700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value per share
Trading Symbol	SNR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001610114
Amendment Flag	false