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): January 25, 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 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 January 25, 2021, New Senior Investment Group Inc. (the “Company”) announced that its Board of Directors (the “Board”) has elected Frances Aldrich Sevilla-Sacasa, age 65, as a director, effective immediately.

The election of Ms. Aldrich Sevilla-Sacasa 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.

Ms. Aldrich Sevilla-Sacasa will serve as a Class III Director with a term expiring at the 2023 annual meeting of stockholders. Ms. Aldrich Sevilla-Sacasa will receive the standard annual Board compensation for non-employee directors for 2021. In connection with this election, the Board increased its size to nine members.

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

There are no arrangements or understandings between Ms. Aldrich Sevilla-Sacasa and any other person pursuant to which Ms. Aldrich Sevilla-Sacasa was elected as a director. As of the date of her election, neither Ms. Aldrich Sevilla-Sacasa nor any of her immediate family members has 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 Ms. Aldrich Sevilla-Sacasa’s 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 January 25, 2021

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: January 25, 2021	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 FRANCES ALDRICH SEVILLA-SACASA TO BOARD OF DIRECTORS

NEW YORK — January 25, 2021 — New Senior Investment Group Inc. (“New Senior” or the “Company”) (NYSE: SNR) announced today the election of Frances Aldrich Sevilla-Sacasa, formerly Chief Executive Officer of Banco Itaú International, as an independent director to the Company’s Board of Directors (the “Board”), effective immediately.

“Frances, a seasoned financial services executive and experienced investor, will bring tremendous value to New Senior as we move forward and we are very pleased to welcome her to our Board,” said Susan Givens, President & Chief Executive Officer of New Senior. “She joins the Board with extensive experience in real estate, financial services and banking. In addition, her significant public company board expertise will bring additional depth to our Board as we look to continue to grow the Company in the future.”

Ms. Aldrich Sevilla-Sacasa is a private investor and was Chief Executive Officer of Banco Itaú International, Miami, Florida, from April 2012 to December 2016. Prior to that time, she served as an Executive Advisor to the Dean and as Interim Dean of the University of Miami School of Business from 2011 to 2012. She also served as President of US Trust, Bank of America Private Wealth Management at Bank of America Corporation, after having held the position of President and Chief Executive Officer of US Trust Company. Other positions held include the President of the Latin America and Europe Private Banking Divisions for The Citigroup Private Bank, where she also headed the Global Wealth Structuring business.

Ms. Aldrich Sevilla-Sacasa has significant experience serving on public and private company boards of directors. In 2011, she was appointed to the board of directors of Camden Property Trust (NYSE: CPT), one of the largest publicly-traded multifamily companies in the U.S. structured as a REIT, and she currently serves as the chair of its audit committee. She also serves on the board of directors of Callon Petroleum Company (NYSE: CPE), an independent oil and natural gas company, as well as its nominating and corporate governance and strategic planning and reserves committees. She also serves on the board of trustees and acts as chair of the nominating and corporate governance committee of the Delaware Funds by Macquarie, a complex of SEC-registered mutual funds.

Ms. Aldrich Sevilla-Sacasa holds a Bachelor of Arts Degree from the University of Miami and an M.B.A. from the Thunderbird School of Global Management.

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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XML

Cover	Jan. 25, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 25, 2021
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