CNL Healthcare Properties : Submission of Matters to a Vote of Security Holders - Form 8-K
November 29, 2023 at 11:31 am EST
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 28, 2023, CNL Healthcare Properties, Inc. (the "Company") held its 2023 Annual Meeting of Stockholders (the "Annual Meeting") at its principal offices in Orlando, Florida. Of the 175,292,459 shares of the Company's common stock that were issued and outstanding as of September 15, 2023, the record date, and entitled to vote at the Annual Meeting, a total of 88,068,420 shares (50.24%) were present in person or represented by proxy at the Annual Meeting, constituting a quorum for the transaction of business.
At the Annual Meeting, the stockholders (i) elected all five (5) of the nominees, as listed below, to serve on the board of directors of the Company until the 2024 Annual Meeting of Stockholders and until their successors shall have been duly elected and qualified and (ii) ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered certified public accounting firm for the fiscal year ending December 31, 2023.
Under the Company's Third Articles of Amendment and Restatement and bylaws, the vote necessary for the election of directors and the ratification of PricewaterhouseCoopers LLP is a majority of the votes cast at the meeting at which a quorum is present. Broker non-votes arenot counted as votes cast, and accordingly, for the election of directors, broker non-votes hadno effect on the results of the election. With respect to the vote on the proposal to ratify PricewaterhouseCoopers LLP, abstentions are not counted as votes cast, and accordingly, had no effect on the results of the vote to ratify PricewaterhouseCoopers LLP.
The voting results, as certified in the Final Report of the Inspectors of Election, are as follows:
I.
The vote to elect five directors of the Company, for a term expiring at the 2024 Annual Meeting of Stockholders and until his successor is duly elected and qualified, was:
Director Nominees
For
Against
Withheld
Broker Non-Votes
James M. Seneff, Jr.
57,150,338
2,867,251
4,627,904
23,422,927
Stephen H. Mauldin
57,511,923
2,650,093
4,483,477
23,422,927
J. Chandler Martin
57,299,598
2,755,539
4,590,356
23,422,927
Michael P. Haggerty
57,430,782
2,693,721
4,520,990
23,422,927
J. Douglas Holladay
57,206,599
2,827,399
4,611,495
23,422,927
II.
The vote on the ratification of PricewaterhouseCoopers LLP, as the Company's independent registered certified public accounting firm for the fiscal year ending December 31, 2023, was:
For
Against
Abstain
83,193,887
1,307,233
3,567,300
No other business was transacted at the Annual Meeting.
CNL Healthcare Properties Inc. published this content on 29 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 November 2023 16:30:48 UTC.
CNL Healthcare Properties, Inc. is a real estate investment trust (REIT). The Company operates through a single segment, real estate ownership, which consists of owning, managing, leasing, acquiring, developing, investing in, and as conditions warrant, disposing of real estate assets. The Companyâs seniors housing investment portfolio consisted of interests in 70 properties, consisting of a geographically diversified portfolio of 69 seniors housing communities and one vacant land parcel. The types of seniors housing properties that the Company owns include independent and assisted living facilities, continuing care retirement communities and Alzheimerâs/memory care facilities. It has primarily leased its seniors housing properties to wholly owned CHP TRS Holding, Inc. (TRS) entities and engaged independent third-party managers to operate the properties. It is externally managed and advised by CNL Healthcare Corp.
CNL HEALTHCARE PROPERTIES, INC. 
