03/06/2026 | Press release | Distributed by Public on 03/06/2026 14:01
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On March 6, 2026, CNL Healthcare Properties, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") at its principal offices in Orlando, Florida. Of the 175,274,045 shares of the Company's common stock that were issued and outstanding as of December 30, 2025, the record date, and entitled to vote at the Annual Meeting, a total of 94,135,019 shares (53.7%) were present in person or represented by proxy at the Annual Meeting, constituting a quorum for the transaction of business.
At the Annual Meeting, the stockholders (i) approved the transactions (the "Transactions") contemplated by and in accordance with the terms of the Agreement and Plan of Merger, dated as of November 4, 2025 (as amended from time to time, the "Merger Agreement"), by and among the Company, Sonida Senior Living, Inc. ("SNDA"), SSL Sparti LLC, a wholly owned subsidiary of SNDA ("Holdco"), SSL Sparti Property Holdings Inc., a wholly owned subsidiary of Holdco (f/k/a Sparti Merger Sub, Inc.), and CHP Merger Corp., a wholly owned subsidiary of the Company, (ii) elected all five (5) of the nominees, as listed below, to serve on the board of directors of the Company until the 2027 Annual Meeting of Stockholders and until their successors shall have been duly elected and qualify, or until the Transactions are consummated, and (iii) ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered certified public accounting firm for the fiscal year ending December 31, 2025. As there were sufficient votes to approve the Transactions, the proposal to adjourn the Annual Meeting was not presented for a vote.
Under Maryland law, the vote necessary to approve the Transactions is the affirmative vote of the holders of shares of the Company's common stock entitled to cast a majority of all votes entitled to be cast on the matter. Any abstentions or failures to vote, including broker non-votes,had the same effect as a vote against the approval of the transactions.
Under the Company's Third Articles of Amendment and Restatement and bylaws, the vote necessary for the election of directors and the ratification of PricewaterhouseCoopers LLP is a majority of the votes cast at the meeting at which a quorum is present. Broker non-votesare not counted as votes cast, and accordingly, for the election of directors, broker non-voteshad no effect on the results of the election. With respect to the vote on the proposal to ratify PricewaterhouseCoopers LLP, abstentions are not counted as votes cast, and accordingly, had no effect on the results of the vote to ratify PricewaterhouseCoopers LLP.
The voting results, as certified in the Final Report of the Inspectors of Election, are as follows:
| I. |
The vote to approve the Transactions in accordance with the terms of the Merger Agreement, was: |
|
For |
Against |
Abstain |
||
| 90,380,525 |
1,006,023 |
2,748,471 |
| II. |
The vote to elect five directors of the Company, for a term expiring at the 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until the Transactions are consummated, was: |
| Director Nominees | For | Against | Withheld | Broker Non-Votes | ||||
|
James M. Seneff, Jr. |
86,169,007 | 1,764,040 | 6,201,972 | - | ||||
|
Stephen H. Mauldin |
86,192,979 | 1,668,981 | 6,273,059 | - | ||||
|
J. Chandler Martin |
86,281,400 | 1,563,319 | 6,290,300 | - | ||||
|
Michael P. Haggerty |
86,358,989 | 1,480,666 | 6,295,364 | - | ||||
|
J. Douglas Holladay |
86,202,741 | 1,603,607 | 6,328,671 | - |
| III. |
The vote on the ratification of PricewaterhouseCoopers LLP, as the Company's independent registered certified public accounting firm for the fiscal year ending December 31, 2025, was: |
|
For |
Against |
Abstain |
||
|
89,515,781 |
654,667 |
3,964,571 |
No other business was transacted at the Annual Meeting.