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Section 1: 8-K (FORM 8-K)

Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 14, 2018 (March 9, 2018)



New Senior Investment Group Inc.

(Exact Name of Registrant as Specified in Charter)




Delaware   001-36499   80-0912734

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification Number)

1345 Avenue of the Americas, 45th Floor

New York, New York

(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 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

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

On March 9, 2018, New Senior Investment Group Inc. announced that its Board of Directors (the “Board”) increased the size of the Board to eight (8) members and appointed David Milner as an independent director, effective immediately. Mr. Milner will serve as a Class II Director with a term expiring at the 2019 annual meeting of stockholders. As of the date of the appointment, Mr. Milner has not entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K. Mr. Milner will receive the standard annual Board compensation for non-employee directors for 2018 (prorated based on the date of his appointment).


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.




Date: March 14, 2018



  /s/ Bhairav Patel
      Bhairav Patel
      Interim Chief Financial Officer, Treasurer, and Chief Accounting Officer
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