Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 6, 2016 (June 3, 2016)



New Senior Investment Group Inc.

(Exact Name of Registrant as Specified in Charter)




Delaware   001-36499   80-0912734

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)


1345 Avenue of the Americas, 45th Floor

New York, New York

(Address of principal executive offices)   (Zip code)


(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:


¨ Written communications pursuant to Rule 425 under the Securities Act


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act




Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders (the “Annual Meeting”) of New Senior Investment Group Inc. (the “Company”), held on June 3, 2016, the stockholders of the Company voted on the matters described below.

As of April 11, 2016, the record date for the Annual Meeting, holders of 82,114,218 shares of common stock of the Company were entitled to vote.


1. The Company’s stockholders elected two Class II directors to serve until the 2019 Annual Meeting of Stockholders, and until their successors are elected and duly qualified, subject to earlier retirement, resignation or removal. The numbers of shares that voted for the election of such directors, withheld authority to vote for such directors, and represented broker non-votes with respect to this proposal are summarized in the table below.


Director Nominees


Votes For


Votes Withheld


Broker Non-Votes*

Susan Givens    55,957,269    700,537    18,927,444
Michael D. Malone    53,864,405    2,793,401    18,927,444

*  Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the rules of the New York Stock Exchange (“NYSE”) from voting on a particular matter. Under NYSE rules, when a broker holding shares in “street name” does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who did not receive instructions were not entitled to vote on the election of directors, but they were entitled to vote on the ratification of the appointment of the independent registered public accounting firm.


2. The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of Ernst & Young LLP are summarized in the table below.



Votes For

   Votes Against    Abstentions
74,857,335    669,513    58,402




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.


Date: June 6, 2016     By:  

/s/    Justine Cheng        

      Justine Cheng
      Chief Financial Officer and Treasurer