0001193125-18-352207.txt : 20181218 0001193125-18-352207.hdr.sgml : 20181218 20181218170706 ACCESSION NUMBER: 0001193125-18-352207 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181218 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20181218 DATE AS OF CHANGE: 20181218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CNL Healthcare Properties, Inc. CENTRAL INDEX KEY: 0001496454 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 272876363 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54685 FILM NUMBER: 181241209 BUSINESS ADDRESS: STREET 1: 450 SOUTH ORANGE AVENUE CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: (407) 650-1000 MAIL ADDRESS: STREET 1: 450 SOUTH ORANGE AVENUE CITY: ORLANDO STATE: FL ZIP: 32801 FORMER COMPANY: FORMER CONFORMED NAME: CNL Healthcare Trust, Inc. DATE OF NAME CHANGE: 20120209 FORMER COMPANY: FORMER CONFORMED NAME: CNL Properties Trust, Inc. DATE OF NAME CHANGE: 20110301 FORMER COMPANY: FORMER CONFORMED NAME: CNL Diversified Lifestyle Properties, Inc. DATE OF NAME CHANGE: 20100713 8-K 1 d679638d8k.htm 8-K 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): December 18, 2018

 

 

CNL Healthcare Properties, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Maryland   000-54685   27-2876363

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

CNL Center at City Commons

450 South Orange Ave.

Orlando, Florida 32801

(Address of Principal Executive Offices; Zip Code)

Registrant’s telephone number, including area code: (407) 650-1000

 

 

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))

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 December 18, 2018, CNL Healthcare Properties, Inc. (the “Company”) held its 2018 annual meeting of stockholders (the “Annual Meeting”) at its principal offices in Orlando, Florida. Of the 175,305,499 shares of the Company’s common stock that were issued and outstanding as of the record date and entitled to vote at the Annual Meeting, a total of 122,774,846 shares (70.03%) were present in person or represented by proxy at the Annual Meeting, constituting a quorum for the transaction of business.

At the Annual Meeting, the stockholders (i) elected all five (5) of the nominees, as listed below, to serve on the board of directors of the Company until the 2019 Annual Meeting of Stockholders and until their successors shall have been duly elected and qualified and (ii) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2018.

Under the Company’s Third Articles of Amendment and Restatement and bylaws, the vote necessary for the election of directors and the ratification of PricewaterhouseCoopers LLP is a majority of the votes cast at the meeting at which a quorum is present. Broker non-votes are not counted as votes cast, and accordingly, for the election of directors, broker non-votes had no effect on the results of the election. With respect to the vote on the proposal to ratify PricewaterhouseCoopers LLP, abstentions are not counted as votes cast, and accordingly, had no effect on the results of the vote to ratify PricewaterhouseCoopers LLP.

The voting results, as certified in the Final Report of the Inspectors of Election, are as follows:

 

I.

The vote to elect five directors of the Company, for a term expiring at the 2019 Annual Meeting of Stockholders and until his successor is duly elected and qualified, was:

 

Director Nominees:    For      Withheld      Broker Non-Votes  

James M. Seneff, Jr.

      29,074,744        863,418        92,836,684  

Stephen H. Mauldin

      29,136,240        801,922        92,836,684  

J. Chandler Martin

      29,073,592        864,570        92,836,684  

Michael P. Haggerty

      29,122,281        815,881        92,836,684  

J. Douglas Holladay

      29,062,206        875,956        92,836,684  

 

II.

The vote on the ratification of PricewaterhouseCoopers LLP, as the Company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2018, was:

 

      For      

  

Against

   

Abstain

121,365,685

    420,609    988,552

No other business was transacted at the Annual Meeting.

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.

 

Dated: December 18, 2018    

CNL HEALTHCARE PROPERTIES, INC.

a Maryland corporation

    By:   /s/ Stephen H. Mauldin
       

Stephen H. Mauldin

Chief Executive Officer and President