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):
November 29, 2023
SUMMIT HEALTHCARE REIT, INC.
(Exact name of registrant as specified in its charter)
Maryland | 000-52566 | 73-1721791 |
(State or other jurisdiction | (Commission | (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
23382 Mill Creek Drive, Suite 125, Laguna Niguel, California 92653
(Address of principal executive offices)
(800) 978-8136
(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:
¨ | 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. |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
N/A | N/A | N/A |
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 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 9, 2023, Summit Healthcare REIT, Inc. (the “Company”) convened its annual meeting of stockholders as disclosed in its proxy statement dated September 18, 2023. The November 9, 2023 meeting was adjourned until November 27, 2023 because of a lack of quorum, and was adjourned again at the reconvened meeting until November 29, 2023. A quorum was present, in person or by proxy, at the November 29, 2023 meeting and a vote was held. The matters voted upon were (1) the re-election of Mr. J. Steven Roush, Ms. Suzanne Koenig and Ms. Elizabeth Pagliarini, as directors, and (2) the approval, on a non-binding advisory basis, of compensation paid to the named executive officers.
(1) | Each of our directors was re-elected to serve for a one-year term expiring in 2024. The final results of the voting were as follows: |
Nominee | Votes For | Votes Against/Withheld | Broker Non-Votes | |||
J. Steven Roush | 9,422,822 | 2,114,584 | 0 | |||
Suzanne Koenig | 9,437,795 | 2,099,610 | 0 | |||
Elizabeth Pagliarini | 9,454,227 | 2,083,178 | 0 |
(2) | The Company’s stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers. The final results of the voting were as follows: |
Votes For | Votes Against | Abstain | Broker Non-Votes | |||
7,962,503 | 1,768,106 | 1,806,797 | 0 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
SUMMIT HEALTHCARE REIT, INC. | |||
By: | /s/ Sharyn I. Grant | ||
Name: | Sharyn I. Grant | ||
Title: | Chief Financial Officer |
Dated: November 29, 2023