SONIDA SENIOR LIVING, INC. 8-K

What Happened

• Sonida Senior Living, Inc. (SNDA) filed an 8-K on June 12, 2026 reporting results of its Annual Meeting held June 11, 2026. Stockholders elected three directors (Brandon M. Ribar, J. Chandler Martin and Sam Levinson) to three‑year terms and approved three additional proposals: ratification of independent auditors, an advisory vote on executive compensation, and an amendment to the 2019 Omnibus Stock and Incentive Plan to increase the share reserve.

Key Details

• Directors elected (terms expiring at 2029 annual meeting):
  • Brandon M. Ribar: 27,882,186 FOR; 99,209 AGAINST; 85,545 ABSTAIN; 6,488,280 broker non-votes.
  • J. Chandler Martin: 27,897,183 FOR; 81,499 AGAINST; 88,258 ABSTAIN; 6,488,280 broker non-votes.
  • Sam Levinson: 27,553,524 FOR; 421,432 AGAINST; 91,984 ABSTAIN; 6,488,280 broker non-votes.
• Auditor ratification: BDO USA, P.C. ratified as independent auditors for fiscal 2026 — 34,405,365 FOR; 49,130 AGAINST; 100,725 ABSTAIN.
• Advisory vote on executive compensation: approved (non‑binding) — 27,692,858 FOR; 197,582 AGAINST; 176,500 ABSTAIN; 6,488,280 broker non-votes.
• 2019 Plan amendment: approved to increase authorized shares under the plan from 1,797,600 to 3,197,600 — 27,701,880 FOR; 225,250 AGAINST; 139,810 ABSTAIN; 6,488,280 broker non-votes.
• No other business was transacted at the meeting.

Why It Matters

• The results confirm board continuity with the election of three directors and ratify BDO as auditors, which matters for governance and financial oversight. The non-binding approval of executive compensation signals shareholder support for the company’s pay policies. Importantly, shareholders approved a sizable increase in the equity pool under the 2019 Omnibus Plan (an additional 1,400,000 shares), which gives the company more capacity to grant stock-based awards — a potential factor for future dilution and compensation expense that investors should monitor.