Regional Health Properties Sets Shareholder Meeting, Key Governance Votes

TL;DR

**RHEPB's upcoming shareholder meeting is a battleground for governance, with preferred shareholders wielding significant power in director elections and a new incentive plan on the table – watch for shifts in control and compensation.**

AI Summary

Regional Health Properties, Inc. (RHEPB) is holding its 2025 Annual Meeting of Shareholders on December 30, 2025, in Atlanta, Georgia. Shareholders will vote on several key proposals, including the election of seven director nominees, with specific allocations for common stock, Series B Preferred Stock, and Series D Preferred Stock holders. A significant item is the approval of the Amended and Restated 2023 Omnibus Incentive Compensation Plan, which could impact executive and employee compensation structures. Shareholders will also conduct advisory votes on executive compensation (Say-on-Pay) and the frequency of future Say-on-Pay votes, with the Board recommending a '3 YEARS' frequency. The ratification of Cherry Bekaert, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, is also on the agenda. As of the November 14, 2025 record date, there were 3,934,677 shares of common stock, 1,885,913 shares of Series B Preferred Stock, and 1,405,609 shares of Series D Preferred Stock outstanding.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Regional Health Properties, Inc. (RHEPB) that directly impact investor influence and executive incentives. The segmented director elections by preferred stock classes highlight the complex capital structure and the distinct voting power of different shareholder groups, which could affect board composition and strategic direction. The approval of the Amended and Restated 2023 Omnibus Incentive Compensation Plan is crucial for attracting and retaining talent in the competitive healthcare real estate sector, potentially influencing future operational performance and shareholder value. Investors should pay close attention to the Say-on-Pay and Say-When-on-Pay votes, as these reflect shareholder sentiment on executive compensation and corporate accountability, especially in a market where healthcare REITs face evolving regulatory and economic pressures.

Risk Assessment

Risk Level: medium — The risk level is medium due to the segmented voting for directors across common, Series B Preferred, and Series D Preferred Stock, which can lead to complex governance dynamics and potential conflicts of interest among shareholder classes. Additionally, the approval of an Amended and Restated 2023 Omnibus Incentive Compensation Plan introduces uncertainty regarding future dilution and compensation expenses, which could impact common stock holders if not structured favorably.

Analyst Insight

Investors should carefully review the proposed Amended and Restated 2023 Omnibus Incentive Compensation Plan to understand its potential dilutive effects and impact on executive incentives. Common shareholders should also consider the implications of preferred stock holders electing their own directors, which could influence board decisions and overall corporate strategy. Vote on all proposals, especially the Say-on-Pay and Say-When-on-Pay, to express your stance on executive compensation and governance frequency.

Executive Compensation

Key Numbers

• 3,934,677 — Common Stock Shares Outstanding (As of November 14, 2025, for voting on Proposals 1(a), 2, 3, 4, and 5.)
• 1,885,913 — Series B Preferred Stock Shares Outstanding (As of November 14, 2025, for voting on Proposal 1(b).)
• 1,405,609 — Series D Preferred Stock Shares Outstanding (As of November 14, 2025, for voting on Proposal 1(c).)
• 7 — Director Nominees (Total number of directors to be elected, split across different share classes.)
• 4 — Directors for Common Stock (Number of directors to be elected by holders of common stock.)
• 1 — Director for Series B Preferred Stock (Number of directors to be elected by holders of Series B Preferred Stock.)
• 2 — Directors for Series D Preferred Stock (Number of directors to be elected by holders of Series D Preferred Stock.)
• December 30, 2025 — Annual Meeting Date (Date of the 2025 Annual Meeting of Shareholders.)
• November 14, 2025 — Record Date (Date for determining shareholders entitled to vote at the Annual Meeting.)
• 1/3 — Quorum Requirement (Fraction of votes entitled to be cast required for a quorum on a matter.)

Key Players & Entities

• REGIONAL HEALTH PROPERTIES, INC. (company) — Registrant and subject of the DEF 14A filing
• Brent S. Morrison (person) — Chief Executive Officer, President, Corporate Secretary, and Chairman of the Board of Directors
• Mark Stockslager (person) — Chief Financial Officer and Proxy Holder
• Cherry Bekaert, LLP (company) — Independent registered public accounting firm for 2025
• Securities and Exchange Commission (regulator) — Regulatory body for the filing
• Continental Stock Transfer & Trust Company (company) — Transfer agent for RHEPB
• $3,934,677 (dollar_amount) — Shares of common stock outstanding as of November 14, 2025
• $1,885,913 (dollar_amount) — Shares of Series B Preferred Stock outstanding as of November 14, 2025
• $1,405,609 (dollar_amount) — Shares of Series D Preferred Stock outstanding as of November 14, 2025
• Atlanta, Georgia (location) — Location of the 2025 Annual Meeting of Shareholders

FAQ

Industry Context

Regional Health Properties, Inc. operates within the healthcare real estate sector, which is influenced by healthcare utilization trends, reimbursement policies, and the demand for senior living and healthcare facilities. The sector is generally characterized by long-term leases and stable cash flows, but is also subject to regulatory changes impacting healthcare providers.

Regulatory Implications

The company's operations are subject to healthcare regulations, which can impact facility operations, patient care standards, and reimbursement rates. Changes in healthcare policy or compliance requirements could affect financial performance and operational strategies.

What Investors Should Do

1. Review the details of the Amended and Restated 2023 Omnibus Incentive Compensation Plan.
2. Evaluate the Board's recommendation for the frequency of Say-on-Pay votes.
3. Note the specific director nominees for each class of stock.

Key Dates

• 2025-12-30: 2025 Annual Meeting of Shareholders — Shareholders will vote on director elections, an incentive compensation plan, advisory votes on executive compensation, and ratification of the independent auditor.
• 2025-11-14: Record Date — Determined the shareholders entitled to vote at the 2025 Annual Meeting.

Glossary

DEF 14A

A proxy statement filed by public companies with the SEC detailing information about the annual meeting of shareholders and matters to be voted upon. (This document is the DEF 14A filing for Regional Health Properties, Inc., providing the basis for this analysis.)

Series B Preferred Stock

A class of preferred stock with specific rights and privileges, distinct from common stock. (Holders of Series B Preferred Stock have specific voting rights, including the election of one director nominee.)

Series D Preferred Stock

Another class of preferred stock with its own set of rights and privileges. (Holders of Series D Preferred Stock have specific voting rights, including the election of two director nominees.)

Omnibus Incentive Compensation Plan

A plan that allows a company to grant various types of equity-based and other incentive awards to employees and executives. (Shareholders are being asked to approve an Amended and Restated 2023 Omnibus Incentive Compensation Plan, which will affect executive and employee compensation.)

Say-on-Pay

A shareholder advisory vote on executive compensation. (Shareholders will have an advisory vote on the compensation of the company's named executive officers.)

Year-Over-Year Comparison

This analysis is based on the 2025 DEF 14A. To compare with the previous year's filing (likely a 2024 DEF 14A), one would need to examine metrics such as revenue growth, net income, executive compensation trends, and any changes in risk factors or corporate governance proposals presented in that earlier document.

Filing Documents

• n5502_x1-def14a.htm (DEF 14A) — 889KB
• n5502regionalhealthlogo.jpg (GRAPHIC) — 3KB
• n5502def14_img001.jpg (GRAPHIC) — 72KB
• n5502def14_img002.jpg (GRAPHIC) — 76KB
• n5502def14_img003.jpg (GRAPHIC) — 257KB
• n5502def14_img004.jpg (GRAPHIC) — 113KB
• n5502def14_img005.jpg (GRAPHIC) — 79KB
• n5502def14_img006.jpg (GRAPHIC) — 109KB
• n5502def14_img007.jpg (GRAPHIC) — 103KB
• n5502def14_img008.jpg (GRAPHIC) — 118KB
• 0001539497-25-003246.txt ( ) — 4087KB
• rhe-20241231.xsd (EX-101.SCH) — 4KB
• rhe-20241231_def.xml (EX-101.DEF) — 6KB
• rhe-20241231_lab.xml (EX-101.LAB) — 58KB
• rhe-20241231_pre.xml (EX-101.PRE) — 43KB
• n5502_x1-def14a_htm.xml (XML) — 135KB

Executive Compensation

Executive Compensation Tables 35 Pay Versus Performance 37 Compensation Arrangements with Executive Officers 40 Equity Compensation Plan Information 48 Retirement Programs 48 AUDIT COMMITTEE MATTERS 49 Audit Committee Report 49 Fees and Services of Our Independent Registered Public Accounting Firm 49 Pre-Approval Policy 50 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 51 Related Party Transactions 51 Approval of Related Party Transactions 51 STOCK 52 Common Stock Beneficial 52 Series A Preferred Stock Beneficial Ownership Table 53 Series B Preferred Stock Beneficial Ownership Table 54 Series D Preferred Stock Beneficial Ownership Table 55 Delinquent Section 16(a) Reports 56 ADDITIONAL INFORMATION 57 Other Business for Presentation at the Annual Meeting 57 2024 Annual Report 57 Shareholder Proposals for Inclusion in the 2026 Proxy Statement 57 Procedures for Business Matters and Director Nominations for Consideration at the 2026 Annual Meeting 57 APPENDIX A – REGIONAL HEALTH PROPERTIES, INC. AMENDED AND RESTATED 2023 OMNIBUS INCENTIVE COMPENSATION PLAN A-1 REGIONAL HEALTH PROPERTIES, INC. 1050 Crown Pointe Parkway Suite 720 Atlanta, Georgia 30338 PROXY STATEMENT QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING OF SHAREHOLDERS Regional Health Properties, Inc. (the "Company," "we," "us" and "our") is furnishing this proxy statement (this "Proxy Statement") in connection with the solicitation by our Board of Directors (the "Board of Directors" or the "Board") of proxies for our 2025 Annual Meeting of Shareholders, and any adjournments or postponements thereof (the "Annual Meeting"), for the purposes set forth in the accompanying Notice of 2025 Annual Meeting of Shareholders. The Annual Meeting will be held on December 30, 2025, at 1050 Crown Pointe Parkway, Suite 150, Atlanta, Georgia 30338, at 10:00 a.m., local time. This Proxy Statement provides inf

View Full Filing

View this DEF 14A filing on SEC EDGAR