8-K

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): February 17, 2011

Skilled Healthcare Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33459	20-3934755
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

27442 Portola Parkway, Suite 200 Foothill Ranch, CA	92610
(Address of Principal Executive Offices)	(Zip Code)

(949) 282-5800

(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 (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))

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

(d)

On February 17, 2011, the Board of Directors (the “Board”) of Skilled Healthcare Group, Inc., a Delaware corporation (the “Company”), announced the appointment of Bruce Yarwood, age 68, to the Board as a Class III director and as a member of the Corporate Governance, Quality and Compliance Committee of the Board, effective as of February 17, 2011. In connection with Mr. Yarwood’s appointment to the Board, the Board increased the total number of directors from nine to ten. Mr. Yarwood will hold office until the Company’s 2013 Annual Meeting of Stockholders (and until his successor is duly elected and qualified). The Board has affirmatively determined that Mr. Yarwood is “independent” as defined in applicable rules of the New York Stock Exchange.

From August 2005 through December 2010, Mr. Yarwood served as the President and Chief Executive Officer of the American Health Care Association (AHCA), the nation’s largest association of long term and post-acute care providers. From 1989 until joining AHCA in 2005, Mr. Yarwood was a partner with Helmsin Yarwood & Associates, a management consulting and issues advocacy firm. Mr. Yarwood has over 35 years of management, operational and advocacy experience in the long term care industry. He holds a Master’s Degree in Public Administration from California State University in Sacramento and a Bachelor’s Degree from the University of California at Berkeley.

In connection with (and on the date of) Mr. Yarwood’s appointment to the Board, he received a grant of 2,936 restricted stock units, which will vest in full on the first anniversary of the grant date. Mr. Yarwood will also receive an annual retainer of $40,000 for his service on the Board (including the Corporate Governance, Quality and Compliance Committee) and is eligible to receive fees for meeting attendance of $1,500 for each meeting attended in person and $500 for each meeting attended by teleconference (or $1,500 if the teleconference meeting lasts more than two hours).

There is no arrangement or understanding between Mr. Yarwood and any other persons pursuant to which Mr. Yarwood was selected to serve as a director of the Company and Mr. Yarwood is not a party to any transaction that would be required to be disclosed by the Company pursuant to Item 404(a) of Regulation S-K. The Company has entered an indemnification agreement with Mr. Yarwood consistent with the Company’s indemnification agreements with its other directors and officers, the form of which is filed as Exhibit 10.7 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 14, 2011.

On February 22, 2011, the Company issued a press release announcing the appointment of Mr. Yarwood to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Press Release, dated February 22, 2011

1

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: February 22, 2011	SKILLED HEALTHCARE GROUP, INC.
	/s/ Roland G. Rapp
	Roland G. Rapp
	General Counsel, Secretary and Chief Administrative Officer

2

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release, dated February 22, 2011

EX-99.1

Exhibit 99.1

BRUCE YARWOOD JOINS SKILLED HEALTHCARE GROUP’S BOARD OF DIRECTORS

FOOTHILL RANCH, Calif. — February 22, 2011 — Skilled Healthcare Group, Inc. (NYSE: SKH) today announced that Bruce Yarwood has been appointed as to serve on the Company’s Board of Directors. Mr. Yarwood is a Class III director with a term expiring at the Company’s 2013 Annual Meeting of Stockholders. He has also been appointed to serve as a member of the Corporate Governance, Quality and Compliance Committee of the Board.

“We are excited to have Bruce join our Board of Directors. His extensive experience and executive leadership in the healthcare industry, including AHCA and Medi-Cal, will provide great benefits to the Company and its stakeholders,” stated Boyd Hendrickson, Chairman & Chief Executive Officer. “Bruce is greatly admired and respected in the long-term and post-acute health care industry. His insight and leadership will be a great asset to the Company as we move forward in 2011 and beyond.”

Mr. Yarwood served as the President and Chief Executive Officer of the American Health Care Association (AHCA), the nation’s largest association of long-term and post-acute care providers from 2005 through 2010. From 1989 and until joining AHCA in 2005, Mr. Yarwood was a partner with a lobbying firm that served as a primary lobbyist for AHCA. Mr. Yarwood has over 35 years of management, operational and advocacy experience in the long-term care industry. Under the former Governor Brown administration during the 1970’s, he held executive positions with the California Department of Health and was responsible for the California Medicaid program, also known as Medi-Cal. Mr. Yarwood holds a Master’s Degree in Public Administration from California State University in Sacramento and a Bachelor’s Degree from the University of California at Berkeley.

About Skilled Healthcare Group, Inc.

Skilled Healthcare Group, Inc., based in Foothill Ranch, California, is a holding company with subsidiary healthcare services companies, which in the aggregate had trailing twelve month revenue of approximately $820 million and approximately 14,600 employees as of December 31, 2010. Skilled Healthcare Group and its wholly-owned companies, collectively referred to as the “Company”, operate long-term care facilities and provide a wide range of post-acute care services, with a strategic emphasis on sub-acute specialty health care. The Company operates long-term care facilities in California, Iowa, Kansas, Missouri, Nevada, New Mexico and Texas, including 78 skilled nursing facilities that offer sub-acute care and rehabilitative and specialty health skilled nursing care, and 22 assisted living facilities that provide room and board and social services. In addition, the Company provides

physical, occupational and speech therapy in Company-operated facilities and unaffiliated facilities. Furthermore, the Company provides hospice and home health care in Arizona, California, Idaho, Nevada, Montana and New Mexico. References made in this release to “Skilled Healthcare”, “the Company”, “we”, “us” and “our” refer to Skilled Healthcare Group, Inc. and each of its wholly-owned companies. More information about Skilled Healthcare is available at its Web site — www.skilledhealthcaregroup.com.

Investor Contact:

Skilled Healthcare Group, Inc.

Dev Ghose or Shelly Hubbard

(949) 282-5800