UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 15, 2022, the Board of Directors (the “Board”) of Sabra Health Care REIT, Inc. (the “Company”) approved a resolution to prohibit the Company from electing to be subject to Section 3-803 of Subtitle 8 of Title 3 of the Maryland General Corporation Law (the “MGCL”), unless a proposal to repeal such resolution is first approved by the affirmative vote of at least a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors. Subtitle 8 of Title 3 of the MGCL is commonly referred to as the Maryland Unsolicited Takeovers Act. Section 3-803 of the MGCL permits the board of directors of a Maryland corporation with a class of equity securities registered under the Securities Exchange Act of 1934, as amended, and at least three independent directors to elect to classify the board of directors without stockholder approval. By adopting this resolution, the Company will be prohibited from classifying the Board without first obtaining stockholder approval.
On December 16, 2022, the Company filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland reflecting the adoption of this resolution. The Articles Supplementary will become effective upon acceptance for record.
In addition, on December 15, 2022, the Board approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”) to update various provisions of the Bylaws to require parties proposing a nominee for election of a director to comply with the universal proxy rules recently adopted by the U.S. Securities and Exchange Commission.
The amendments also update the Bylaws’ proxy and advance notice provisions, specifically, the notice required thereby, to require, among other things, (i) certain representations with respect to the solicitation intentions of a proposing stockholder, and (ii) additional representations regarding the willingness to serve of a Proposed Nominee (as defined in the Bylaws) to serve on the Board, if elected, and that no additional consents from any third party are required for a Proposed Nominee to serve on the Board, if elected. The amendments also clarify that a stockholder may not nominate more individuals than there are directors to be elected or substitute or replace a proposed nominee without compliance with the requirements for nomination in the Bylaws, including compliance with any applicable deadlines.
The amendments also include various conforming and technical changes, including updates to provisions relating to virtual meetings to align with changes to the MGCL statutory language.
The Bylaws became effective immediately.
The foregoing description of the Articles Supplementary and the Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Articles Supplementary and the Bylaws, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 3.1 | Articles Supplementary of Sabra Health Care REIT, Inc., dated as of December 15, 2022. | |
| 3.2 | Amended and Restated Bylaws of Sabra Health Care REIT, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| SABRA HEALTH CARE REIT, INC. | ||||||
| Date: December 16, 2022 | /S/ MICHAEL COSTA | |||||
| Name: | Michael Costa | |||||
| Title: | Chief Financial Officer, Secretary and Executive Vice President | |||||