REGIONAL HEALTH PROPERTIES, INC 8-K

What Happened

• Regional Health Properties, Inc. (RHEP) filed an 8-K on Jan 6, 2026 reporting the results of its 2025 Annual Meeting of Shareholders held Jan 5, 2026 in Atlanta. Shareholders voted on director elections for common, Series B and Series D shares, approval of an amended incentive plan, advisory Say-on-Pay votes, the frequency of Say-on-Pay, and ratification of the independent auditors.

Key Details

• Director elections (terms run until the 2026 Annual Meeting):
  • Common stock elected four directors:
    • Brent Morrison: For 1,335,011; Withheld 41,504; Broker non-votes 692,268
    • Kenneth W. Taylor: For 1,302,440; Withheld 74,075; Broker non-votes 692,268
    • F. Scott Kellman: For 1,306,854; Withheld 69,661; Broker non-votes 692,268
    • C. Christian Winkle: For 1,336,996; Withheld 39,519; Broker non-votes 692,268
  • Series B preferred elected Steven L. Martin: For 729,981; Withheld 17,661
  • Series D preferred elected Steven J. Baileys (For 715,251; Withheld 20,251) and Gene E. Burleson (For 715,250; Withheld 20,252)
• Proposal votes:
  • Approved Amended & Restated 2023 Omnibus Incentive Compensation Plan: For 1,233,315; Against 135,830; Abstain 7,370; Broker non-votes 692,268
  • Say-on-Pay (non-binding) approved: For 1,229,328; Against 140,251; Abstain 6,936; Broker non-votes 692,268
  • Frequency of Say-on-Pay: majority voted Every Three Years (1,189,981) over Every Year (175,998) and Every Two Years (5,155)
  • Auditor ratification: Cherry Bekaert, LLP ratified as independent registered public accounting firm for year ended Dec 31, 2025 (For 2,062,532; Against 5,222; Abstain 1,029)

Why It Matters

• Investors should note the board slate was confirmed across common and preferred classes, the company’s amended incentive plan was approved, and shareholders supported executive compensation in a non-binding vote. The three-year preferred frequency for Say-on-Pay may inform future governance cadence. Auditor ratification confirms continuity of the company’s external review for 2025. These outcomes affect governance, executive pay framework, and oversight but do not themselves change the company’s financial results.