REGIONAL HEALTH PROPERTIES, INC. Item 3.03. Material Modification to Rights of Security Holders.
The disclosure set forth in Item 5.03 of this Current Report on Form 8-K is hereby incorporated into this Item 3.03 by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Series E Preferred Stock
On
General; Transferability
Shares of Series E Preferred Stock will be uncertificated and represented in book-entry form. No shares of Series E Preferred Stock may be transferred by the holder thereof except in connection with a transfer by such holder of any shares of Common Stock held by such holder, in which case a number of one one-thousandth (1/1,000th) of a share of Series E Preferred Stock equal to the number of shares of Common Stock to be transferred by such holder will be automatically transferred to the transferee of such shares of Common Stock.
Voting Rights
Each share of Series E Preferred Stock will entitle the holder thereof to
1,000,000 votes per share (and, for the avoidance of doubt, each fraction of a
share of Series E Preferred Stock will have a ratable number of votes). Thus,
each one-thousandth of a share of Series E Preferred Stock will entitle the
holder thereof to 1,000 votes. The outstanding shares of Series E Preferred
Stock will vote together with the outstanding shares of Common Stock of the
Company as a single class exclusively with respect to (1) any proposal submitted
to holders of Common Stock to approve an amendment to the Company's Amended and
Restated Articles of Incorporation, as currently in effect, to (A) (i) reduce
the liquidation preference of the Company's 10.875% Series A Cumulative
Redeemable Preferred Shares, no par value per share (the "Series A Preferred
Stock"), to
Unless otherwise provided on any applicable proxy card or voting instructions with respect to the voting on the Common Charter Amendment Proposal or the Adjournment Proposal, the vote of each share of Series E Preferred Stock (or fraction thereof) entitled to vote on the Common Charter Amendment Proposal, the Adjournment Proposal or any other matter brought before any meeting of shareholders held to vote on the Common Charter Amendment Proposal and the Adjournment Proposal shall be cast in the same manner as the vote, if any, of the share of Common Stock (or fraction thereof) in respect of which such share of Series E Preferred Stock (or fraction thereof) was issued as a dividend is cast on the Common Charter Amendment Proposal, the Adjournment Proposal or such other matter, as applicable, and the proxy card or voting instructions with respect to shares of Common Stock held by any holder on whose behalf such proxy card or voting instructions is submitted will be deemed to include all shares of Series E Preferred Stock (or fraction thereof) held by such holder. Holders of Series E Preferred Stock will not receive a separate proxy card or opportunity to cast votes with respect to the Series E Preferred Stock on the Common Charter Amendment Proposal, the Adjournment Proposal or any other matter brought before any meeting of shareholders held to vote on the Common Charter Amendment Proposal.
Dividend Rights
The holders of Series E Preferred Stock, as such, will not be entitled to receive dividends of any kind.
Liquidation Preference
The Series E Preferred Stock will rank senior to the Common Stock as to any
distribution of assets upon a liquidation, dissolution or winding up of the
Company, whether voluntarily or involuntarily (a "Dissolution"). The Series E
Preferred Stock will rank junior to the Series A Preferred Stock as to any
distribution of assets upon a Dissolution. Upon any Dissolution, each holder of
outstanding shares of Series E Preferred Stock will be entitled to be paid out
of the assets of the Company available for distribution to shareholders, after
the distribution to the holders of Series A Preferred Stock and prior and in
preference to any distribution to the holders of Common Stock, an amount in cash
equal to
Redemption
All shares of Series E Preferred Stock that are not present in person or by proxy at any meeting of shareholders held to vote on the Common Charter Amendment Proposal and the Adjournment Proposal as of immediately prior to the opening of the polls on the Common Charter Amendment Proposal at such meeting (the "Initial Redemption Time") will automatically be redeemed by the Company at the Initial Redemption Time without further action on the part of the Company or the holder of shares of Series E Preferred Stock (the "Initial Redemption"). Any outstanding shares of Series E Preferred Stock that have not been redeemed pursuant to an Initial Redemption will be redeemed in whole, but not in part, (i) if such redemption is ordered by the Board in its sole discretion, automatically and effective on such time and date specified by the Board in its sole discretion or (ii) automatically upon the approval by the Company's shareholders of the Common Charter Amendment Proposal at any meeting of shareholders held for the purpose of voting on such proposal.
Each share of Series E Preferred Stock redeemed in any redemption described above will be redeemed for no consideration. . . .
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Proposal 1. To elect the six director nominees named in the Proxy Statement.
The shareholders elected the following six individuals to the Board to serve until the Company's 2023 Annual Meeting of Shareholders and until their successors are elected and qualified, or until their earlier death, resignation or removal, other than Messrs. Grossman and Martin, who will serve until the second consecutive dividend payment date following such time as the Company has paid all accumulated and unpaid dividends on the Series A Preferred Stock. The voting results were as follows:
Nominee For Withheld Broker Non-Votes
Michael J. Fox 202,643 105,577 585,721
Kenneth S. Grossman 186,823 121,397 585,721
Steven L. Martin 189,014 119,206 585,721
Brent Morrison 293,565 14,655 585,721
Kenneth W. Taylor 289,460 18,760 585,721
David A. Tenwick 223,617 84,603 585,721
Proposal 2. To consider an advisory vote on executive compensation.
The shareholders approved, on an advisory basis, the Company's executive compensation. The voting results were as follows:
For Against Abstain Broker Non-Votes 280,637 20,178 7,405 585,721
Proposal 3. To ratify the appointment of
The shareholders ratified the appointment of
For Against Abstain 881,086 12,092 763
Item 7.01. Regulation FD Disclosure.
On
The information provided pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, and shall not be incorporated by reference in any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), except to the extent expressly set forth by specific reference in any such filings.
Important Cautions Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which are beyond our control. We caution you that the forward-looking statements presented herein are not a guarantee of future events, and that actual events and results may differ materially from those made in or suggested by the forward-looking statements contained herein.
Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "plan," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or the negative thereof or variations thereon or similar terminology.
A number of important factors could cause actual events and results to differ
materially from those contained in or implied by the forward-looking statements,
including those factors discussed from time to time in our news releases, public
statements and documents filed by us with the
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Additional Information about the Exchange Offer and Where to Find It
In connection with the proposed exchange offer (the "proposed transaction"), RHE
filed with the
Participants in the Solicitation
RHE and certain of its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transaction. Information about the directors and executive officers of RHE,
including a description of their direct or indirect interests, by security
holdings or otherwise, is set forth in RHE's proxy statement for its 2022 Annual
Meeting of Shareholders, which was filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 Articles of Amendment Establishing Series E Redeemable Preferred
Shares (incorporated by reference to Exhibit 3.1 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 17, 2023 )
99.1 Press Release dated February 17, 2023 (incorporated by reference
to Exhibit 99.1 to the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on February 17, 2023 )
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