Sonida Senior Living Announces Special Meeting for Stockholder Vote on Share Increase

TL;DR

Sonida Senior Living is seeking stockholder approval to double its authorized common stock to 30 million shares at a special meeting on March 21, 2024.

AI Summary

SONIDA SENIOR LIVING, INC. (SNDA) filed a Proxy Statement (DEF 14A) with the SEC on February 20, 2024. Sonida Senior Living, Inc. will hold a Special Meeting of Stockholders on March 21, 2024. The meeting will vote on a proposal to amend the Certificate of Incorporation to increase authorized common stock from 15,000,000 to 30,000,000 shares. A second proposal concerns the adjournment of the meeting if insufficient proxies are received. The Board of Directors unanimously approved both proposals and recommends a 'FOR' vote. The record date for determining eligible stockholders is February 12, 2024.

Why It Matters

For investors and stakeholders tracking SONIDA SENIOR LIVING, INC., this filing contains several important signals. Increasing authorized shares is crucial for future flexibility in raising capital, potential acquisitions, or stock-based compensation without immediate dilution concerns. The company's ability to secure sufficient shareholder votes for this amendment is critical for its long-term strategic and financial planning.

Risk Assessment

Risk Level: low — SONIDA SENIOR LIVING, INC. shows low risk based on this filing. The risk is low as this is a standard corporate governance action requiring shareholder approval, with the board unanimously recommending in favor.

Analyst Insight

Stockholders should carefully review the proxy statement to understand the implications of doubling authorized shares and vote accordingly.

Key Numbers

• March 21, 2024 — Special Meeting Date (Date of the Special Meeting of Stockholders)
• 15,000,000 — Current Authorized Shares (Number of authorized common stock shares before amendment)
• 30,000,000 — Proposed Authorized Shares (Number of authorized common stock shares after proposed amendment)
• February 12, 2024 — Record Date (Date for determining stockholders entitled to vote)

Key Players & Entities

• SONIDA SENIOR LIVING, INC. (company) — Registrant
• SNDA (company) — Ticker Symbol
• DEF 14A (regulator) — Filing Type
• March 21, 2024 (date) — Special Meeting Date
• 15,000,000 (dollar_amount) — Current authorized shares
• 30,000,000 (dollar_amount) — Proposed authorized shares
• February 12, 2024 (date) — Record Date
• CAPITAL SENIOR LIVING CORP (company) — Former Company Name

FAQ

Risk Factors

• Amendment to Certificate of Incorporation [low — financial]: The primary proposal involves amending the Certificate of Incorporation to increase the number of authorized shares of common stock, which requires stockholder approval.

Industry Context

Sonida Senior Living operates in the senior living and healthcare services sector, providing assisted living and memory care services.

Regulatory Implications

The filing is a DEF 14A, a Definitive Proxy Statement, filed under Section 14(a) of the Securities Exchange Act of 1934, requiring disclosure of information for shareholder voting.

What Investors Should Do

1. Review the proxy statement for details on the proposed increase in authorized shares.
2. Understand the implications of doubling authorized shares for future corporate actions.
3. Vote on the proposals presented at the Special Meeting by the specified record date.

Key Dates

• 2024-03-21: Special Meeting of Stockholders — Vote on increasing authorized shares and potential adjournment
• 2024-02-12: Record Date — Determines stockholders eligible to vote at the Special Meeting

Year-Over-Year Comparison

This filing is a DEF 14A, a proxy statement for a special meeting, and does not contain financial performance data typically found in quarterly or annual reports.

Key Financial Figures

• $0.01 — 0,000 shares of common stock, par value $0.01 per share, and 15,000,000 shares of pre
• $9.50 — res) of our common stock, at a price of $9.50 per share. The Private Placement will o
• $31,833,341 — ers and received gross cash proceeds of $31,833,341. At the second closing, which is antici
• $15,916,680 — ceive additional gross cash proceeds of $15,916,680. As indicated above, after giving effec
• $8,500 — he solicitation of proxies for a fee of $8,500 plus expenses and out-of-pocket costs.
• $15.4 million — rchase Agreement, we used approximately $15.4 million of the net proceeds from the sale of th

Filing Documents

• d670139ddef14a.htm (DEF 14A) — 115KB
• g6701392.jpg (GRAPHIC) — 1KB
• g6701393.jpg (GRAPHIC) — 1KB
• g6701395.jpg (GRAPHIC) — 1KB
• g6701396.jpg (GRAPHIC) — 1KB
• g670139g02e14.jpg (GRAPHIC) — 56KB
• g670139g08t76.jpg (GRAPHIC) — 22KB
• g670139g73g89.jpg (GRAPHIC) — 27KB
• g670139g87q13.jpg (GRAPHIC) — 116KB
• 0001193125-24-039231.txt ( ) — 425KB

From the Filing

DEF 14A 1 d670139ddef14a.htm DEF 14A DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Sonida Senior Living, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. SONIDA SENIOR LIVING, INC. 14755 PRESTON ROAD, SUITE 810 DALLAS, TEXAS 75254 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held March 21, 2024 To the Stockholders of Sonida Senior Living, Inc.: NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Sonida Senior Living, Inc., a Delaware corporation (the Company), will be held at the Companys Corporate Office at 14755 Preston Road, Suite 810, Dallas, Texas 75254, on March 21, 2024 at 3:00 p.m. Central Time (the Special Meeting) to consider and vote on proposals to approve: 1. An amendment to the Companys Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 15,000,000 shares to 30,000,000 shares; and 2. The adjournment of the Special Meeting to solicit additional proxies if there are insufficient proxies at the Special Meeting to approve the foregoing proposal. The proposed amendment to the Companys Amended and Restated Certificate of Incorporation, as amended, is described in more detail in the accompanying Proxy Statement. Our Board of Directors unanimously approved the proposals and recommends that our stockholders vote FOR each of the proposals. The Board of Directors has fixed the close of business on February 12, 2024 as the record date (the Record Date) for the determination of stockholders entitled to notice of and to vote at the Special Meeting or any adjournment(s) or postponement(s) thereof. Only holders of record at the close of business on the Record Date of shares of the Companys common stock and Series A Convertible Preferred Stock are entitled to notice of and to vote at the Special Meeting. The stock transfer books will not be closed. A list of stockholders entitled to vote at the Special Meeting will be available for examination at the Companys principal executive offices located at 14755 Preston Road, Suite 810, Dallas, Texas 75254 for ten days prior to the Special Meeting. You are cordially invited to attend the Special Meeting; however, whether or not you expect to attend the Special Meeting in person, you are urged to mark, sign, date and mail the enclosed proxy card promptly so that your shares of stock may be represented and voted in accordance with your preferences and in order to help establish the presence of a quorum at the Special Meeting. If you attend the Special Meeting and would like to vote in person, you may do so even if you have already dated, signed and returned your proxy card. Pursuant to the rules of the New York Stock Exchange, if you hold your shares in street name, brokers, banks or other nominees will not have discretion to vote your shares without instructions from you. We encourage you to provide voting instructions to your broker, bank or other nominee if you hold your shares in street name so that your voice is heard on such matters. Important Notice Regarding Availability of Proxy Materials for the Stockholders Meeting to be held on March 21, 2024: The Companys Proxy Statement is also available at www.proxydocs.com/snda . By Order of the Board of Directors David W. Johnson Chairman of the Board Brandon M. Ribar President and Chief Executive Officer February 20, 2024 Dallas, Texas SONIDA SENIOR LIVING, INC. 14755 Preston Road, Suite 810 Dallas, Texas 75254 PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS To Be Held March 21, 2024 SOLICITATION OF PROXIES BY BOARD OF DIRECTORS The Board of Directors (the Board of Directors or the Board) of Sonida Senior Living, Inc. (the Company, Sonida, we, our or us) is soliciting your proxy for voting on the proposals to be presented at our special meeting of our stockholders to be held on March 21, 2024 (the Special Meeting). The Special Meeting will be held at the Companys Corporate Office at 14755 Preston Road, Suite 810, Dallas, Texas 75254 on the 21st day of March, 2024 at 3:00 p.m. Central Time for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders and described in this Proxy Statement. When proxies in the accompany

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