Sonida Senior Living: amends and restates bylaws

What happened The filing says the board of directors of Sonida Senior Living, Inc. adopted amended and restated bylaws (the Amended and Restated Bylaws), effective immediately on Oct 2, 2026.

Key details

• The Amended and Restated Bylaws expressly contemplate stockholder meetings held solely by means of remote communication, provide for notices and other communications by electronic transmission, and specify how notice of stockholder meetings is deemed given.
• Stockholder nomination and proposal procedures were revised: notices must be received not later than the close of business on the 90th day, or earlier than the 120th day, prior to the first anniversary of the preceding year’s annual meeting; any stockholder providing notice must hold shares of record from the date of providing notice through the applicable meeting; nominees must provide completed written questionnaires, make certain representations, and update information as of the record date and 10 business days prior to the meeting.
• The bylaws address Rule 14a-19 (the Universal Proxy Rules), including requiring nominating stockholders to make a representation as to whether they intend to use the Universal Proxy Rules and to provide reasonable evidence of satisfaction of those requirements at least five business days before the meeting upon the Company’s request.
• Other changes include revising the exclusive forum to the Court of Chancery of the State of Delaware for intra-corporate claims, designating federal district courts as the exclusive forum for Securities Act claims, removing the Board co-chair position, providing for selection of a Lead Director by independent directors if the chair is not independent, limiting director compensation to non-employee directors, and requiring Board nominees to submit to interviews within 10 days of a reasonable request.

Why it may matter The filing reports Item 5.03 — amendments to articles of incorporation or bylaws, which covers changes to the company’s bylaws. This filing does not show why the insider traded or why the company acted.