Item 5.02. Departure of Directors Or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors (the "Board") of Sonida Senior Living, Inc. (the
"Company") has concluded that certain of the performance shares granted to
Kimberly S. Lody, the Company's President and Chief Executive Officer, in
November, 2021 (the "Performance Share Award") under the Sonida Senior Living,
Inc. 2019 Omnibus Stock and Incentive Plan, as amended (the "Plan"), were
granted in excess of the annual limit set forth in the Plan (the "Award Limit")
as a result of an oversight regarding the impact of the 1-for-15 reverse stock
split completed by the Company in December, 2020. As a result, the Compensation
Committee of the Board (the "Compensation Committee") rescinded 30,039 of the
shares of Company common stock (the "Common Stock") granted pursuant to the
Performance Share Award effective as of December 31, 2021 (collectively, the
"Rescinded Performance Shares").
Because the Performance Share Award was deemed to be an integral part the
executive's compensation, the Compensation Committee granted to Ms. Lody new
performance shares pursuant to the Plan covering the same number of shares of
Common Stock as the Rescinded Performance Shares, effective as of January 3,
2022 and subject to the same terms and conditions as the Rescinded Performance
Shares, including the same vesting terms and performance period.
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