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
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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).
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| 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 11, 2026, Proposals 1, 2, 3 and 4 (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 27, 2026 (the “Proxy Statement”).
Proposal 1 – Election of Directors – The Company’s stockholders elected Brandon M. Ribar, J. Chandler Martin and Sam Levinson 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 2029. The voting results for each of these individuals were as follows:
| Director |
Votes “FOR” |
Votes “AGAINST” |
Abstentions |
Broker Non-Votes | ||||
| Brandon M. Ribar | 27,882,186 | 99,209 | 85,545 | 6,488,280 | ||||
| J. Chandler Martin | 27,897,183 | 81,499 | 88,258 | 6,488,280 | ||||
| Sam Levinson | 27,553,524 | 421,432 | 91,984 | 6,488,280 |
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, 2026. The voting results were 34,405,365 shares “FOR,” 49,130 shares “AGAINST,” and 100,725 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 27,692,858 shares “FOR,” 197,582 shares “AGAINST,” 176,500 abstentions, and 6,488,280 broker non-votes.
Proposal 4 – Amendment to Company’s 2019 Omnibus Stock and Incentive Plan – The Company’s stockholders approved an amendment to the Company’s 2019 Omnibus Stock and Incentive Plan, as amended (the “2019 Plan”), to increase the number of shares of common stock that the Company may issue under the 2019 Plan from 1,797,600 shares to 3,197,600 shares. The voting results were 27,701,880 shares “FOR,” 225,250 shares “AGAINST,” 139,810 abstentions, and 6,488,280 broker non-votes.
No other business was transacted at the Annual Meeting.
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, 2026 | Sonida Senior Living, Inc. | |||||
| By: | /s/ Tabitha Bailey | |||||
| Name: | Tabitha Bailey | |||||
| Title: | Senior Vice President and Chief Legal Officer | |||||