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): ~~May~~June 273, 2020

Genesis Healthcare, Inc.

(Exact name of registrant as specified in its charter)



Delaware	001-33459	20-3934755
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

101 East State Street

Kennett Square, PA

19348

(Address of Principal Executive Offices)

(Zip Code)

(610) 444-6350

(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 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol(s)		Name of each exchange on which registered
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.001 par value per share	GEN		New York Stock Exchange
Class A Common Stock, $0.001 par value per share	GEN	New York Stock Exchange

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 25.~~02 Results~~02Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnThe ~~May~~2020 ~~27,~~Annual ~~2020,~~Meeting of Stockholders (the “Annual Meeting”) of Genesis Healthcare, Inc., a Delaware corporation (the “~~Genesis~~Company”), ~~issued~~was ~~the~~held ~~press~~on ~~release~~June ~~furnished~~3, ~~herewith as Exhibit 99~~2020.1 At ~~reporting~~the ~~its~~Annual ~~operating~~Meeting, ~~results~~stockholders ~~for~~approved the ~~first~~Company’s ~~quarter~~2020 ~~ended~~Omnibus ~~March~~Incentive ~~31,~~Plan ~~2020~~ (the “~~Earnings~~Omnibus ~~Release~~Incentive Plan”), which had been previously approved by the Company’s Board of Directors subject to stockholder approval.

~~Certain~~The ~~information~~total ~~contained~~number inof ~~the~~new ~~Earnings~~shares ~~Release~~of ~~refers~~Class toA ~~non-GAAP~~common ~~financial~~stock ~~measures~~of ~~and~~the ~~other~~Company ~~definitions~~reserved ~~specific~~for toissuance ~~Genesis’~~under ~~businesses~~the Omnibus Incentive Plan is 3,500,000. ~~For~~ The anmaterial ~~explanation~~terms of the ~~adjustments~~Omnibus ~~and~~Incentive aPlan ~~description~~are ofdescribed ~~Genesis’~~under ~~uses~~“Proposal 3 – Approval of, ~~and~~Our ~~the~~2020 ~~limitations~~Omnibus ~~associated~~Incentive ~~with,~~Plan” ~~non-GAAP~~in ~~financial~~the ~~measures,~~Company’s ~~including~~Definitive ~~Adjusted~~Proxy ~~EBITDA,~~Statement ~~Adjusted~~on ~~EBITDAR,~~Schedule ~~EBITDA~~14A filed with the Securities and ~~EBITDAR~~Exchange ~~(each~~Commission ason ~~defined~~April ~~below)~~24, ~~see~~2020 (the “~~Reasons~~Proxy ~~for~~Statement”). ~~Non-GAAP~~This ~~Financial~~description ~~Disclosure”~~of in the ~~Earnings~~Omnibus ~~Release~~Incentive Plan is incorporated herein by reference.

The ~~following~~description of the material terms of the Omnibus Incentive Plan is aqualified ~~glossary~~in its entirety by reference to the full text of ~~terms~~the ~~for~~Omnibus ~~some~~Incentive ~~key~~Plan, ~~performance~~which ~~and~~is ~~valuation~~filed ~~indicators~~as ~~and~~Exhibit ~~non-GAAP~~10.1 ~~measures~~and ~~used~~is inincorporated ~~reference~~herein toby ~~Genesis:~~reference.

~~“Actual~~Item ~~Patient~~5.03Amendments ~~Days”~~to isArticles ~~defined as the number~~ of ~~residents~~Incorporation ~~occupying a bed (~~or ~~units~~Bylaws; inChange ~~the case of an assisted/senior living center) for one qualifying day~~ in ~~that~~Fiscal ~~period~~Year.

At the Annual Meeting, the Company’s stockholders approved proposals to amend the Company’s Third Amended and Restated Certificate of Incorporation (as amended, the “~~Adjusted~~Fourth ~~EBITDA~~Amended and Restated Certificate of Incorporation”) isto ~~defined~~(i) declassify asthe ~~EBITDA~~board ~~adjusted~~of ~~for~~directors ~~certain~~and ~~excluded~~(ii) lower ~~items~~the stock ownership threshold required to ~~provide~~call a ~~supplemental~~special ~~performance~~meeting ~~measure~~of stockholders. On June 4, 2020, the Company filed with the Secretary of State of the State of Delaware the Fourth Amended and Restated Certificate of Incorporation, which became effective immediately.

~~“Adjusted~~ Following ~~EBITDAR”~~the isabove-described ~~defined~~stockholder approval of the Fourth Amended and Restated Certificate of Incorporation, the Company amended its Second Amended and Restated Bylaws (as ~~EBITDAR~~amended, ~~adjusted~~the ~~for~~“Third ~~certain~~Amended ~~excluded~~and ~~items~~Restated Bylaws”) to ~~provide~~reflect athe ~~supplemental~~aforementioned ~~valuation measure~~changes.

~~“Available~~The ~~Patient~~foregoing ~~Days”~~descriptions isof ~~defined~~the asFourth ~~the~~Amended ~~number~~and Restated Certificate of ~~available~~Incorporation ~~beds~~and ~~(or~~the ~~units~~Third Amended and Restated Bylaws are qualified in their entirety by reference to the ~~case~~full text of anthe ~~assisted/senior~~Fourth ~~living~~Amended ~~center)~~and ~~multiplied~~Restated byCertificate of Incorporation and the ~~number~~Third ofAmended ~~days~~and inRestated ~~that~~Bylaws, ~~period~~which are filed as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

~~“Average~~Item ~~Daily~~5.07Submission ~~Census” or “ADC” is the number~~ of ~~residents~~Matters ~~occupying~~to a ~~bed~~Vote ~~(or units in the case~~ of anSecurity ~~assisted/senior living center) over a period of time, divided by the number of calendar days in that period~~Holders.

~~“EBITDAR”~~At isthe ~~defined~~Annual asMeeting, ~~net~~the ~~income~~Company’s orstockholders ~~loss~~voted ~~attributed~~on tosix proposals, ~~Genesis~~as ~~Healthcare,~~described ~~Inc~~below. ~~before~~Each ~~net~~of ~~income~~the orproposals ~~loss~~was described in detail in the Proxy Statement. At the close of ~~non-controlling~~business ~~interests~~on April 6, ~~net~~2020 ~~income~~(the orrecord ~~loss~~date ~~from~~for ~~discontinued~~voting ~~operations~~at the Annual Meeting), ~~depreciation~~there were 164,810,488 shares of the Company’s stock outstanding and ~~amortization~~entitled ~~expense~~to vote (108,163,948 ~~interest~~shares ~~expense~~of Class A common stock, 744,396 shares of Class B common stock and ~~lease~~55,902,144 ~~expense~~shares of Class C common stock). The vote totals noted below are final voting results.

~~“EBITDA” is defined as EBITDAR less lease expense.~~2

~~“Insurance”~~Proposal refers collectively to commercial insurance and managed care payor sources, including Medicare Advantage beneficiaries, but does not include managed care payors serving Medicaid residents, which are included in the Medicaid category.1

~~“Occupancy~~The ~~Percentage”~~Company’s isstockholders ~~measured~~elected asthree Class III directors, with each to serve a three-year term expiring at the ~~percentage~~Company’s 2023 Annual Meeting of ~~Actual~~Stockholders ~~Patient~~and ~~Days~~until ~~relative~~their tosuccessors ~~the~~are ~~Available~~duly ~~Patient~~elected ~~Days~~and qualified, or until their earlier resignation or removal. There were no abstentions for Proposal 1.

“Skilled Mix” refers collectively to Medicare and Insurance payor sources.

Name	Votes For	Votes Withheld	Broker Non-Votes
James H. Bloem	99,463,295	1,160,155	39,785,031
John F. DePodesta	99,460,295	1,163,155	39,785,031
Terry Allison Rappuhn	90,462,741	10,160,709	39,785,031

~~“Therapist~~Proposal ~~Efficiency” is computed by dividing billable labor minutes related to patient care and customer value added services by total labor minutes for the period.~~2

~~This~~The ~~information~~Company’s ~~and~~stockholders ~~the~~approved, ~~information~~on ~~contained~~an inadvisory ~~the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934~~basis, ~~as amended, or otherwise subject to~~ the ~~liabilities~~compensation of ~~that Section. The information in this Current Report on Form 8-K is not incorporated by reference into any filings of~~ the Company’s ~~made~~named ~~under~~executive ~~the Securities Act of 1933~~officers, as ~~amended, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in the filing, unless specifically stated so therein.~~follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
89,721,710	10,821,686	80,054	39,785,031

Proposal 3

The Company’s stockholders approved the Company’s 2020 Omnibus Incentive Plan:

Votes For	Votes Against	Abstentions	Broker Non-Votes
89,466,070	10,656,023	501,357	39,785,031

Proposal 4

The Company’s stockholders approved the Company’s Fourth Amended and Restated Certificate of Incorporation to declassify the board of directors:

Votes For	Votes Against	Abstentions	Broker Non-Votes
99,110,821	1,476,560	36,069	39,785,031

Proposal 5

The Company’s stockholders approved the Company’s Fourth Amended and Restated Certificate of Incorporation to lower the stock ownership threshold required to call a special meeting:

Votes For	Votes Against	Abstentions	Broker Non-Votes
99,092,409	1,502,497	28,544	39,785,031

Proposal 6

The Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, as follows:

Votes For	Votes Against	Abstentions
137,436,280	2,932,871	39,330

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Earnings Release dated May 27, 2020
3.1	Fourth Amended and Restated Certificate of Incorporation of Genesis Healthcare, Inc.
3.2	Third Amended and Restated Bylaws of Genesis Healthcare, Inc.
10.1	2020 Omnibus Incentive Plan of Genesis Healthcare, Inc.

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.

Date: May 27, 2020	GENESIS HEALTHCARE, INC.
Date: June 9, 2020	GENESIS HEALTHCARE, INC.
	/s/ Michael S. Sherman
	By: /s/ Michael S. Sherman
	Michael S. Sherman
	Michael S. Sherman Senior Vice President, General Counsel, Secretary and Assistant Treasurer
	Senior Vice President, General Counsel, Secretary and Assistant Treasurer

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