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Section 1: 8-K (8-K)

Document


 
 
 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): June 21, 2019
 
 
 
SABRA HEALTH CARE REIT, INC.
(Exact name of registrant as specified in its charter)
 
 
  
Maryland
 
001-34950
 
27-2560479
(State of
Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
18500 Von Karman Avenue, Suite 550
Irvine, CA
 
92612
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number including area code: (888) 393-8248  
(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:  
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common stock, $.01 par value
SBRA
The Nasdaq Stock Market LLC (Nasdaq Global Select Market)
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
o
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 5.07.  Submission of Matters to a Vote of Security Holders

(a)    The Company’s annual meeting of stockholders (the “Annual Meeting”) was held on June 21, 2019.

(b)    At the Annual Meeting, the Company’s stockholders (a) elected the nine nominees identified in the table below to the Board of Directors of the Company to serve until the Company’s 2020 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified (“Election of Directors”), (b) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 (“Auditor Ratification”) and (c) approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2019 (“Advisory Compensation Vote”). Set forth below are the final voting tallies for the Annual Meeting:

Election of Directors
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Craig A. Barbarosh
 
145,739,939
 
1,211,707
 
218,959
 
20,834,140
Robert A. Ettl
 
141,574,328
 
5,277,075
 
319,202
 
20,834,140
Michael J. Foster
 
144,866,665
 
1,982,754
 
321,186
 
20,834,140
Ronald G. Geary
 
144,837,770
 
2,009,978
 
322,857
 
20,834,140
Lynne S. Katzmann
 
146,012,589
 
946,873
 
211,143
 
20,834,140
Raymond J. Lewis
 
145,655,879
 
1,296,642
 
218,084
 
20,834,140
Jeffrey A. Malehorn
 
145,794,483
 
1,155,156
 
220,966
 
20,834,140
Richard K. Matros
 
140,271,229
 
3,896,755
 
3,002,621
 
20,834,140
Milton J. Walters
 
144,817,342
 
2,031,783
 
321,480
 
20,834,140

Auditor Ratification
For
 
Against
 
Abstain    
164,856,842
 
2,864,783
 
283,120

Advisory Compensation Vote
For
 
Against
 
Abstain
 
Broker Non-Votes
143,532,620
 
3,215,648
 
422,337
 
20,834,140







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
SABRA HEALTH CARE REIT, INC.
 
 
 
/S/    Harold W. Andrews, Jr.
 
Name:
 
Harold W. Andrews, Jr.
 
Title:
 
Executive Vice President, Chief Financial Officer and Secretary
Dated: June 21, 2019


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