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)
June 4, 2008 (June 3, 2008)

ADVOCAT INC.

(Exact name of registrant as specified in its charter)

Delaware	001-12996	62-1559667
(State or other jurisdiction	(Commission File	(Employer Identification
of incorporation)	Number)	Number)

1621 Galleria Boulevard Brentwood, TN 37027-2926
(Address of principal executive offices)

(615) 771-7575
(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 (see General Instruction A.2 below):

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

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

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

     o 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.

On June 3, 2008, the Board of Directors named new members to its Board committees. The new Board Committees are as follows:

Audit Committee:	Chairman: William C. O’Neil, Jr.
	Members: Richard M. Brame; Robert Z. Hensley; and Chad A. McCurdy.
Compensation Committee:	Chairman: Richard M. Brame;
	Members: William C. O’Neil, Jr. and Wallace E. Olson.
Nominating and Corporate	Chairman: Robert Z. Hensley;
Governance Committee:	Members; Wallace E. Olson and Chad A McCurdy

On June 3, 2008, the Board of Directors also approved the restructuring of the directors’ plan of compensation, effective July 1, 2008. The new plan is expected to result in approximately the same level of compensation to the directors as the current plan, but would result in less compensation than the existing plan if the number of meetings were to increase. The new plan of compensation includes to following:

Annual retainers:(1)
Board Members	$	30,000	per year
Board and Committee Chair annual retainers: (2)
Board	$	20,000	per year
Audit Committee Chairman	$	15,000	per year
Nominating & Corporate Governance Committee Chairman	$	7,500	per year
Compensation Committee Chairman	$	7,500	per year
Meeting fees:
Board meetings attended in person (3)	$	2,500	each
Planned Committee meetings (4)	$	2,000	each
Additional telephonic Board or Committee meetings	$	500	each
Non-planned Committee meetings on day of other meeting	$	500	each

(1)	The Board annual retainer is paid quarterly to each member of the Board.
(2)	Chair annual retainers are paid quarterly to the Chairman of each committee, in addition to the annual retainer to all Board Members.
(3)	The Board has six planned meetings during the year, but may call special meetings as needed. If the special meeting is attended in person, the fee is $2,500; if the special meeting is attended telephonically, the fee is $500.
(4)	The Audit Committee has four planned meetings during the year and the Corporate Governance and Nominating Committee and the Compensation Committee each have two planned meetings during the year. Each committee may call special meetings as needed. If the Committee special meeting is attended in person, the fee is $2,000; if the Committee special meeting is attended telephonically or is the same day as another meeting, the fee is $500.

Item 8.01. Other Events.

On June 3, 2008, the Company announced the results of its annual shareholders’ meeting. In addition, the Company announced the termination of the period for appeal of its previously announced certificate of need granted in West Virginia. A press release regarding these announcements is attached as an exhibit hereto.

On June 4, 2008, the Company announced that William R. Council III, the Company’s CEO, will present at the Jefferies 2^nd Annual Healthcare Conference to be held in New York City on June 24^th-26^th. A press release regarding this announcement is attached as an exhibit hereto.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

Number		Exhibit
	99.1	Press release dated June 3, 2008
	99.2	Press release dated June 4, 2008

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.

ADVOCAT INC.
By:	/s/ L. Glynn Riddle, Jr.
	L. Glynn Riddle, Jr.
	Chief Financial Officer

Date: June 4, 2008

EXHIBIT INDEX

Number		Exhibit
	99.1	Press Release dated June 3, 2008.
	99.2	Press Release dated June 4, 2008.

EX-99.1

Exhibit 99.1

Company Contact:	Investor Relations:
William R. Council, III	Cameron Associates
President and CEO	Rodney O’Connor — (212) 554-5470
(615) 771-7575

Advocat Announces Results of Shareholder Vote

Shareholders Support Management’s Board Nominees and Stock Purchase Plan,
and Vote Against Shareholder Proposal

West Virginia Certificate of Need Approved

BRENTWOOD, Tenn., (June 3, 2008) — Advocat Inc. (NASDAQ: AVCA) today announced official voting results from its Annual Meeting of Shareholders held on June 3, 2008.

The Company reported that Advocat’s Board nominees received more than 95% of the votes cast for the election of directors at the Company’s Annual Meeting. Accordingly, Wallace E. Olson was reelected to the Board of Directors and Chad A. McCurdy, a recently appointed director, was elected by the shareholders to serve a three year term. Shareholders also approved the 2008 Stock Purchase Plan for Key Personnel with 82% of the votes cast in favor of the plan.

Shareholders also voted in accordance with the recommendation of the Company’s Board of Directors by voting down the shareholder proposal of Bristol Capital Advisors. The proposal recommended that the Board of Directors engage an investment banking firm and pursue a sale or liquidation of the Company. The proposal received approximately 14% of the votes cast.

As disclosed earlier, the Company entered into an option agreement to purchase certain assets of a skilled nursing facility in West Virginia and applied to state regulatory authorities to allow the Company to operate the facility and construct a 90 bed replacement facility. This application was approved in February 2008, subject to rights of appeal by contesting parties. The Company today announced that the time period to appeal the West Virginia Certificate of Need has now ended and no appeal was filed.

Advocat provides long term care services to patients in 50 skilled nursing centers containing 5,773 licensed nursing beds, primarily in the Southeast and Southwest. For additional information about the Company, visit Advocat’s web site: http://www.irinfo.com/avc

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EX-99.2

Exhibit 99.2

Contact:

William R. Council III	C. Rodney O’Connor
President and Chief Executive Officer	Cameron Associates
(615) 771-7575	(212) 554-5470

ADVOCAT TO PRESENT AT THE JEFFERIES 2^ND ANNUAL HEALTHCARE CONFERENCE

BRENTWOOD, Tenn. — (June 4, 2008) — Advocat Inc. (NASDAQ: AVCA) today announced that William R. Council III, the Company’s CEO, will present at the Jefferies 2^nd Annual Healthcare Conference to be held in New York City on June 24^th-26^th. The conference will showcase a diverse group of companies and industry experts in the areas of biotechnology, CROs, healthcare facilities & services, healthcare IT services, medical devices & diagnostics, pharmaceutical services and specialty pharmaceuticals. Mr. Council’s presentation is scheduled for June 24th at 9:30am ET (8:30 am CT).

Management will discuss the company’s market position and growth strategy followed by a breakout session. A live webcast of the conference presentation also will be available. To access the webcast, investors should visit Advocat’s web site: http://www.irinfo.com/avc. For those unable to access the live webcast, a replay will be available until July 24, 2008 by accessing the web address listed above.

Advocat provides long-term care services to patients in 50 skilled nursing centers containing 5,773 licensed nursing beds, primarily in the Southeast and Southwest. For additional information about the Company, visit Advocat’s web site: http://www.irinfo.com/avc .

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