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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): December 2, 2021

 

Regional Health Properties, Inc.

(Exact Name of Registrant as Specified in Charter)

Georgia

 

001-33135

 

81-5166048

(State or Other Jurisdiction of

Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

454 Satellite Boulevard, NW

Suite 100

Suwanee, Georgia 30024

(Address of Principal Executive Offices, and Zip Code)

 

(678) 869-5116

(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 (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

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, no par value

RHE

NYSE American

10.875% Series A Cumulative Redeemable Preferred Stock, no par value

RHE-PA

NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 December 2, 2021, Regional Health Properties. Inc. (the “Company”) held the Company’s 2021 Annual Meeting of Shareholders at Sonesta Gwinnett Place Atlanta, located at 1775 Pleasant Hill Road, Duluth, Georgia at 10:00 a.m. (the “Annual Meeting”). Following is a summary of the proposals that were submitted to the shareholders of the Company’s common stock for approval at the Annual Meeting and a tabulation of the votes with respect to each proposal. Each proposal is further described in the Company’s Notice of 2021 Annual Meeting of Shareholders with respect to the Annual Meeting and the Definitive Proxy Statement with respect to the Annual Meeting (the “Proxy Statement”).

 

Proposal 1. To elect the four director nominees named in the Proxy Statement to serve until the 2022 Annual Meeting of Shareholders and until their successors are elected and qualified, or until their earlier death, resignation or removal.

 

Shareholders elected the following four individuals to the Company’s Board of Directors to serve until the Company’s 2022 Annual Meeting of Shareholders and until their successors are elected and qualified, or until their earlier death, resignation or removal.  The voting results were as follows:

 

 

FOR

WITHOLD

BROKER NON-VOTES

Michael J. Fox

303,754

32,573

585,852

Brent Morrison

312,599

23,728

585,852

Kenneth W. Taylor

312,536

23,791

585,852

David A. Tenwick

307,295

29,032

585,852

 

 

Proposal 2. To ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.

 

The shareholders ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The voting results were as follows:

 

FOR

AGAINST

ABSTAIN

892,444

14,638

15,097

 

 

 

 

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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 hereunto duly authorized.

 

Date:

December 7, 2021

 

REGIONAL HEALTH PROPERTIES, INC.

 

 

 

 

 

 

 

/s/ Brent Morrison

 

 

 

Brent Morrison

 

 

 

Chief Executive Officer and President

 

 

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