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 20, 2013
SENTIO HEALTHCARE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland | 000-53969 | 20-5721212 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) |
(I.R.S. Employer Identification Number) |
189 South Orange Ave, Suite 1700
Orlando, FL 32801
(Address of principal executive offices)
407- 999-7679
(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 obligations 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 240.14d-2(b) |
¨ | 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) |
Item 5.07. Submission of Matters to a Vote of Security Holders
Sentio Healthcare Properties, Inc. (the “Company”) held its annual meeting of stockholders on May 20, 2013. The matters submitted to the stockholders for a vote were (i) the election of nine directors to hold office for one-year terms ending in 2014, (ii) a proposal to approve an amendment to a provision of the Company’s charter related to limitations on the issuance of securities (the “Charter Amendment Proposal”), and (iii) a proposal to approve the adjournment of the annual meeting to solicit additional proxies if there were insufficient proxies at the annual meeting to approve either of the foregoing proposals (the “Adjournment Proposal”).
Proposal 1 – Election of Directors
The nominees submitted for election as directors were William Bloomer, Billy Butcher, Romeo Cefalo, Barry Chase, Daniel Decker, Steven Pearson, John Mark Ramsey, Ronald Shuck and James Skorheim. The number of votes cast for and votes withheld for each of the director nominees was as follows:
Name |
For |
Withhold |
William Bloomer | 7,051,917 | 294,739 |
Billy Butcher | 7,074,003 | 272,653 |
Romeo Cefalo | 7,037,493 | 309,163 |
Barry Chase | 7,086,266 | 260,390 |
Daniel Decker | 7,072,364 | 274,292 |
Steven Pearson | 7,089,904 | 256,752 |
John Mark Ramsey | 7,082,788 | 263,867 |
Ronald Shuck | 7,089,904 | 256,752 |
James Skorheim | 7,082,677 | 263,979 |
A majority of the votes present in person or by proxy at the meeting was required for the election of the directors. As a result, all of the nominees were elected to serve as directors for one-year terms.
Proposal 2 – Charter Amendment Proposal
The following are the voting results with respect to the Charter Amendment Proposal, which proposal is described in detail in the proxy statement related to the annual meeting of stockholders:
For |
Against |
Abstain |
6,534,152 | 353,711 | 458,793 |
The affirmative vote of the holders of at least a majority of the Company’s outstanding shares of common stock entitled to vote on the proposal was required to approve the Charter Amendment Proposal. As of March 14, 2013, the record date for the annual meeting, there were 12,804,645 shares of the Company’s common stock outstanding and entitled to vote on the Charter Amendment Proposal. As a result, the Charter Amendment Proposal was approved.
Proposal 3 – Adjournment Proposal
The following are the voting results with respect to the Adjournment Proposal:
For |
Against |
Abstain |
6,703,233 | 238,181 | 405,242 |
The affirmative vote of a majority of the shares of common stock represented in person or by proxy at the annual meeting was required to approve the Adjournment Proposal. As a result, the Adjournment Proposal was approved. However, because sufficient votes were received at the annual meeting to approve the other two proposals, the chairman of the meeting determined that it was not necessary to adjourn the meeting pursuant to the Adjournment Proposal.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SENTIO HEALTHCARE PROPERTIES, INC. | ||
Dated: May 21, 2013 | By: | /s/ Sharon C. Kaiser |
Sharon Kaiser | ||
Chief Financial Officer |