Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On July 25, 2022, Regional Health Properties, Inc., a Georgia corporation (the “Company”), convened its special meeting (the “Special Meeting”) of the holders of its 10.875% Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred Stock”) and the holders of its common stock, no par value (the “Common Stock”). The Special Meeting was called to consider the proposals set forth in the Company’s definitive proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2022 (as it may be supplemented or amended from time to time, the “Proxy Statement/Prospectus”) in connection with the Company’s offer to exchange (the “Exchange Offer”) any and all outstanding shares of the Series A Preferred Stock for newly issued shares of the Company’s 12.5% Series B Cumulative Redeemable Preferred Shares (the “Series B Preferred Stock”).
Below is a summary of the proposals set forth in the Proxy Statement/Prospectus and a tabulation of the votes with respect to each proposal. The Preferred Series A Charter Amendment Proposal, the Series B Preferred Stock Proposal and the Common Charter Amendment Proposal (each as defined herein) (collectively, the “Required Proposals”) were not implemented as a result of the failure to obtain the requisite shareholder approval for the Common Charter Amendment Proposal. Therefore, the Company’s Amended and Restated Articles of Incorporation (as currently in effect, the “Charter”) will not be amended to reflect the Series A Charter Amendments or the Series B Charter Amendments (each as defined herein).
Preferred Series A Charter Amendment Proposal
The holders of Series A Preferred Stock approved the proposal to amend the Charter to (i) reduce the liquidation preference of the Series A Preferred Stock to $5.00 per share, (ii) eliminate accumulated and unpaid dividends on the Series A Preferred Stock, (iii) eliminate future dividends on the Series A Preferred Stock, (iv) eliminate penalty events and the right of holders of Series A Preferred Stock to elect directors upon the occurrence of a penalty event, (v) reduce the redemption price of the Series A Preferred Stock in the event of an optional redemption to $5.00 per share, (vi) reduce the redemption price of the Series A Preferred Stock in the event of a “change of control” to $5.00 per share and (vii) change the voting rights of holders of Series A Preferred Stock when voting as a single class with any other class or series of stock to one vote per $5.00 liquidation preference, on the terms of the form of proposed amendments to the Charter set forth as Annex A to the Proxy Statement/Prospectus (the “Preferred Series A Charter Amendment Proposal”; such amendments to the Charter being referred to herein as the “Series A Charter Amendments”). The voting results were as follows:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
1,986,964 |
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169,646 |
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12,956 |
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— |
Series B Preferred Stock Proposal
The holders of Series A Preferred Stock approved the proposal to (i) amend the Charter to increase the authorized number of shares of preferred stock to 6,000,000 shares, on the terms of the form of proposed amendments to the Charter set forth as Annex B-1 to the Proxy Statement/Prospectus, and (ii) approve the authorization, creation and designation by the Board of Directors of the Company pursuant to Section 14-2-602 of the Official Code of Georgia Annotated, from the authorized but undesignated shares of preferred stock, of the Series B Preferred Stock having the rights, preferences and privileges substantially as set forth in the form of amendment to the Charter in Annex B-2 to the Proxy Statement/Prospectus and as described under “Description of Capital Stock—Series B Preferred Stock” in the Proxy Statement/Prospectus, which, if so approved by the holders of the Series A Preferred Stock as part of this proposal, will rank senior to the Series A Preferred Stock, and be “Senior Shares” to the Series A Preferred Stock, pursuant to and as contemplated by Section 3.7(e) of the Charter (the “Series B Preferred Stock Proposal”; such amendments to the Charter being referred to herein as the “Series B Charter Amendments”). The voting results were as follows:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
1,984,283 |
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170,659 |
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14,624 |
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— |
Common Charter Amendment Proposal
The holders of Common Stock did not approve the proposal to (i) amend the Charter to (a) reduce the liquidation preference of the Series A Preferred Stock to $5.00 per share, (b) eliminate accumulated and unpaid dividends on the Series A Preferred Stock, (c) eliminate future dividends on the Series A Preferred Stock, (d) eliminate penalty events and the right of holders of Series A Preferred Stock to elect directors upon the occurrence of a penalty event, (e) reduce the redemption price of the Series A Preferred Stock in the event of an optional redemption to $5.00 per share, (f) reduce the redemption price of the Series A Preferred Stock in the event of a “change of control” to $5.00 per share and (g) change the voting rights of holders