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): June 19, 2019
New Senior Investment Group Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-36499
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80-0912734
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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55 West 46th Street, Suite 2204
New York, New York
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10036
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(Address of principal executive offices)
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(Zip code)
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646-822-3700
(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 is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading Symbol:
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Name of each exchange on which registered:
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Common stock, $0.01 par value per share
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SNR
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New York Stock Exchange (NYSE)
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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).
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Emerging growth company
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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.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Arrangements of Certain Officers.
(d)
Election of Directors
. On June 19, 2019, New Senior Investment Group Inc. announced that its Board of Directors (the “Board”) increased the size of the Board to eight (8) members and appointed J. Justin Hutchens as a director, effective immediately. Mr. Hutchens will serve as a Class III Director with a term expiring at the 2020 annual meeting of stockholders. As of the date of the appointment, Mr. Hutchens has not entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K. Mr. Hutchens will receive the standard annual Board compensation for non-employee directors for 2019.
On the Effective Date, the Board of Directors also considered the independence of Mr. Hutchens under the New York Stock Exchange listing standards and the Company's corporate governance principles and concluded that Mr. Hutchens is an independent director under the applicable standards.
The Board of Directors has not yet appointed Mr. Hutchens to any committee.
A copy of the press release announcing the appointment of Mr. Hutchens to the Board is attached as Exhibit 99.1 hereto and incorporated into this Form 8-K by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No.
Description
SIGNATURE
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 thereunto duly authorized.
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NEW SENIOR INVESTMENT GROUP INC.
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Date: June 19, 2019
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By:
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/s/ Lori B. Marino
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Lori B. Marino
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Executive Vice President, General Counsel & Secretary
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Contact:
David Smith
646-969-2070
NEW SENIOR ANNOUNCES APPOINTMENT OF JUSTIN HUTCHENS TO BOARD OF DIRECTORS
NEW YORK —June 19, 2019 — New Senior Investment Group Inc. (“New Senior” or the “Company”) (NYSE: SNR) announced today the appointment of Justin Hutchens as an independent director to the Company’s Board of Directors (the “Board”), effective immediately.
“We are extremely excited to be welcoming Justin to our Board. Justin brings nearly 25 years of experience operating and investing in healthcare real estate, currently leading HC-One, along with prior experience at two publicly-traded healthcare REITs with substantial senior housing portfolios,” said Susan Givens, Chief Executive Officer of New Senior. “I have admired Justin’s accomplishments in the healthcare space and Justin’s significant experience in private pay senior housing will serve as an invaluable asset to our Company and the Board. His appointment demonstrates another step in our continued commitment to improving corporate governance at New Senior.”
JUSTIN HUTCHENS BIOGRAPHY
Mr. Hutchens has been the Chief Executive Officer of HC-One since 2017, one of the largest and most recognized care home providers in the United Kingdom. Since 1994, Mr. Hutchens has worked in healthcare specializing in the care of older people and he has served for 10 years as an executive of NYSE publicly-traded companies. Before joining HC-One, Mr. Hutchens served as the President of HCP (NYSE: HCP) in 2017 and was previously its Executive Vice President and Chief Investment Officer from 2015 to 2017. Prior to that, he served as CEO, COO and President of National Health Investors (NYSE: NHI) from 2009 to 2015. Mr. Hutchens has overseen the operations of hundreds of senior living communities and has directed several billion dollars of investments in the care sector.
ABOUT NEW SENIOR
New Senior Investment Group Inc. (NYSE: SNR) is a publicly-traded real estate investment trust with a diversified portfolio of senior housing properties located across the United States. As of March 31, 2019, New Senior is one of the largest owners of senior housing properties, with 133 properties across 37 states. More information about New Senior can be found at
www.newseniorinv.com
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