Date of report (Date of earliest event reported): January 5, 2026
Regional Health Properties, Inc.
(Exact Name of Registrant as Specified in its Charter)
Georgia
001-33135
81-5166048
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification No.)
1050 Crown Pointe Parkway
Suite 720
Atlanta, Georgia30338
(Address of Principal Executive Offices, and Zip Code)
(678) 869-5116
(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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 240.14a-12)
☐
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))
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 5, 2026, the Company held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) at 1050 Crown Pointe Parkway, Atlanta, Georgia 30338 at 1:00 p.m. Following is a summary of the proposals that were submitted to the holders of the Company’s common stock, no par value per share (the “common stock”), the 12.5% Series B Cumulative Redeemable Preferred Shares, no par value per share (the “Series B Preferred Stock”), and the Series D 8.5% Cumulative Convertible Redeemable Participating Preferred Shares, no par value per share ("the Series D Preferred Stock") for approval at the Annual Meeting and a tabulation of the votes with respect to each proposal. Each proposal is further described in the Proxy Statement.
Proposal 1(a). To elect the four director nominees named in the Proxy Statement.
The common stock shareholders elected the following four individuals to the Company’s board of directors (the “Board”) to serve until the Company’s 2026 Annual Meeting of Shareholders and until their successors are elected and qualified, or until their earlier death, resignation or removal. The voting results were as follows:
Nominee
For
Withheld
Broker Non-Votes
Brent Morrison
1,335,011
41,504
692,268
Kenneth W. Taylor
1,302,440
74,075
692,268
F. Scott Kellman
1,306,854
69,661
692,268
C. Christain Winkle
1,336,996
39,519
692,268
Proposal 1(b). To elect the one director nominee named in the Proxy Statement.
The Series B Preferred Stock shareholders elected the following individual to the Board to serve until the Company’s 2026 Annual Meeting of Shareholders and until his successor is elected and qualified, or until his earlier death, resignation or removal. The voting results were as follows:
Nominee
For
Withhold
Steven L. Martin
729,981
17,661
Proposal 1(c). To elect the two directors nominee named in the Proxy Statement.
The Series D Preferred Stock shareholders elected the following individuals to the Board to serve until the Company’s 2026 Annual Meeting of Shareholders and until his successor is elected and qualified, or until his earlier death, resignation or removal. The voting results were as follows:
Nominee
For
Withhold
Steven J. Baileys
715,251
20,251
Gene E. Burleson
715,250
20,252
Proposal 2. To approve the Regional Health Properties, Inc. Amended and Restated 2023 Omnibus Incentive Compensation Plan ("the A&R Plan").
The common stock shareholders approved the A&R plan.. The voting results were as follows:
For
Against
Abstain
Broker Non-Vote
1,233,315
135,830
7,370
692,268
Proposal 3. To approve, by non-binding vote, the compensation of the named executive officers as described in the proxy statement ("Say-on-Pay").
The common stock shareholders approved, by non-binding vote, Say-on-Pay. The results were as follows:
For
Against
Abstain
Broker Non-Vote
1,229,328
140,251
6,936
692,268
Proposal 4. To hold future Say-on-Pay advisory votes:.
The common stock shareholders voted their preference on the frequency of Say-on-Pay votes. The results were as follows:
Every Year
Every Two Years
Every Three Years
Abstain
Broker Non-Vote
175,998
5,155
1,189,981
5,591
692,268
Proposal 5. To ratify the appointment of Cherry Bekaert, LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2025.
The common stock shareholders ratified the appointment of Cherry Bekaert, LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2025. The voting results were as follows:
For
Against
Abstain
2,062,532
5,222
1.029
* * *
SIGNATURES
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.