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)
Not applicable
(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 5.02. Departure of Directors Or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors (the “Board”) of Sonida Senior Living, Inc. (the “Company”) has concluded that certain of the performance shares granted to Kimberly S. Lody, the Company’s President and Chief Executive Officer, in November, 2021 (the “Performance Share Award”) under the Sonida Senior Living, Inc. 2019 Omnibus Stock and Incentive Plan, as amended (the “Plan”), were granted in excess of the annual limit set forth in the Plan (the “Award Limit”) as a result of an oversight regarding the impact of the 1-for-15 reverse stock split completed by the Company in December, 2020. As a result, the Compensation Committee of the Board (the “Compensation Committee”) rescinded 30,039 of the shares of Company common stock (the “Common Stock”) granted pursuant to the Performance Share Award effective as of December 31, 2021 (collectively, the “Rescinded Performance Shares”).
Because the Performance Share Award was deemed to be an integral part the executive’s compensation, the Compensation Committee granted to Ms. Lody new performance shares pursuant to the Plan covering the same number of shares of Common Stock as the Rescinded Performance Shares, effective as of January 3, 2022 and subject to the same terms and conditions as the Rescinded Performance Shares, including the same vesting terms and performance period.
- 2 -
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: January 3, 2022 | Sonida Senior Living, Inc. | |||||
| By: | /s/ David R. Brickman
| |||||
| Name: | David R. Brickman | |||||
| Title: | Senior Vice President, Secretary and General Counsel | |||||
- 3 -