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 January 25, 2021, New Senior Investment Group Inc.
(the "Company") announced that its Board of Directors (the "Board") has elected
Frances Aldrich Sevilla-Sacasa, age 65, as a director, effective immediately.
The election of Ms. Aldrich Sevilla-Sacasa furthers the Board's overall
refreshment and diversity goals to maintain a board that, taken as a whole, has
the best combination of knowledge, skills, experience and perspectives to
provide comprehensive and effective oversight of the Company and support the
Company's strategic goals, as well as the knowledge, ability and independence to
deliver the high standard of governance expected by the Company's stockholders.
Ms. Aldrich Sevilla-Sacasa will serve as a Class III Director with a term
expiring at the 2023 annual meeting of stockholders. Ms. Aldrich Sevilla-Sacasa
will receive the standard annual Board compensation for non-employee directors
for 2021. In connection with this election, the Board increased its size to nine
members.
The Board also considered the independence of Ms. Aldrich Sevilla-Sacasa under
the New York Stock Exchange listing standards and the Company's corporate
governance principles and concluded that Ms. Aldrich Sevilla-Sacasa is an
independent director under the applicable standards. The Board appointed Ms.
Aldrich Sevilla-Sacasa to serve as a member of the Audit Committee.
There are no arrangements or understandings between Ms. Aldrich Sevilla-Sacasa
and any other person pursuant to which Ms. Aldrich Sevilla-Sacasa was elected as
a director. As of the date of her election, neither Ms. Aldrich Sevilla-Sacasa
nor any of her immediate family members has entered into or proposed to enter
into any transactions required to be reported under Item 404(a) of Regulation
S-K.
A copy of the press release announcing Ms. Aldrich Sevilla-Sacasa's election to
the Board is attached as Exhibit 99.1 hereto and incorporated into this Current
Report on Form 8-K by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Press Release issued by New Senior Investment Group Inc., dated
January 25, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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