8-K 1 a8-kdirectorelection.htm 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 19, 2019
 
 
 
 
New Senior Investment Group Inc.
(Exact Name of Registrant as Specified in Charter)
 
 
 
Delaware
 
001-36499
 
80-0912734
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification Number)
55 West 46th Street, Suite 2204
New York, New York
 
10036
(Address of principal executive offices)
 
(Zip code)
646-822-3700
(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:
o
Written communications pursuant to Rule 425 under the Securities Act
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o
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:
Trading Symbol:
Name of each exchange on which registered:
Common stock, $0.01 par value per share
SNR
New York Stock Exchange (NYSE)

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Arrangements of Certain Officers.


(d) Election of Directors. On June 19, 2019, 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 J. Justin Hutchens as a director, effective immediately. Mr. Hutchens will serve as a Class III Director with a term expiring at the 2020 annual meeting of stockholders. As of the date of the appointment, Mr. Hutchens has not entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K. Mr. Hutchens will receive the standard annual Board compensation for non-employee directors for 2019.

On the Effective Date, the Board of Directors also considered the independence of Mr. Hutchens under the New York Stock Exchange listing standards and the Company's corporate governance principles and concluded that Mr. Hutchens is an independent director under the applicable standards.

The Board of Directors has not yet appointed Mr. Hutchens to any committee.

A copy of the press release announcing the appointment of Mr. Hutchens to the Board is attached as Exhibit 99.1 hereto and incorporated into this Form 8-K by reference.
 
Item 9.01. Financial Statements and Exhibits.

(d)
Exhibits

Exhibit No.        Description                                        



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SIGNATURE
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.
 
 
 
 
 
 
 
 
 
 
 
 
NEW SENIOR INVESTMENT GROUP INC.
 
 
 
 
Date: June 19, 2019
 
 
 
By:
 
/s/ Lori B. Marino
 
 
 
 
 
 
Lori B. Marino
 
 
 
 
 
 
Executive Vice President, General Counsel & Secretary


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