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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

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April 26, 20182019

Dear Stockholder:

You are invited to attend the 20182019 Annual Meeting of Stockholders of Genesis Healthcare, Inc., to be held on June 6, 2018,5, 2019, at 8:30 a.m. local time, at our office located at 101 East State Street, Kennett Square, Pennsylvania 19348.

At this year’s annual meeting you will be asked to:

1.              Elect threetwo Class III directors to serve for three-year terms expiring at our 20212022 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal;

2.              Vote on an advisory basis to approve the compensation of our named executive officers, as described in the attached proxy statement;

3.              Ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018;2019; and

4.              Transact such other business as may properly come before the annual meeting, including any continuation, postponement or adjournment thereof.

The accompanying Notice of Meeting and Proxy Statement describe these matters. We urge you to read this information carefully. The board of directors recommends a vote “FOR” the election of each of the threetwo nominees for director in Proposal 1 and “FOR” the approval of each of Proposals 2 and 3. In addition to the business to be transacted as described above, management will speak about the company and respond to questions from stockholders.

Your vote is important. We are pleased to take advantage of U.S. Securities and Exchange Commission (“SEC”) rules that allow companies to furnish their proxy materials over the Internet. As a result, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) instead of a paper copy of this proxy statement and our 20172018 Annual Report to Stockholders. The Internet Availability Notice contains instructions on how to access those documents over the Internet. The Internet Availability Notice also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement, our 20172018 Annual Report to Stockholders and a form of proxy card or voting instruction card, as applicable. All stockholders who do not receive an Internet Availability Notice will receive a paper copy of the proxy materials by mail. This process provides a variety of benefits, including enabling us to reduce the costs and environmental impact of our annual meeting.

It is important that your shares be represented and voted at the annual meeting whether or not you plan to attend in person. If you are viewing the proxy statement on the Internet, you may grant your proxy electronically via the Internet by following the instructions on the Internet Availability Notice and the instructions listed on the Internet site.  If you are receiving a paper copy of the proxy statement, you may vote by completing and mailing the proxy card enclosed with the proxy statement, or you may grant your proxy electronically via the Internet or by telephone by following the instructions on the proxy card.  If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should reviewfollow the Notice of Internet Availability of Proxy Materials usedinstructions provided to you by that firm to determine whether and how you will be able to submit your proxy by telephone or over the Internet.  Submitting a proxy over the Internet, by telephone or by mailing a proxy card will ensure your shares are represented at the annual meeting.

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Genesis Healthcare, Inc.

101 East State Street

Kennett Square, Pennsylvania 19348

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 6, 20185, 2019

To the Stockholders of Genesis Healthcare, Inc.:

We will hold our 20182019 Annual Meeting of Stockholders at our office located at 101 East State Street, Kennett Square, Pennsylvania 19348, on June 6, 2018,5, 2019, at 8:30 a.m. local time, to:

1.              Elect threetwo Class III directors to serve for three-year terms expiring at our 20212022 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal;

2.              Vote on an advisory basis to approve the compensation of our named executive officers, as described in the attached proxy statement;

3.              Ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018;2019; and

4.              Transact such other business as may properly come before the annual meeting, including any continuation, postponement or adjournment thereof.

These items of business are described in the attached proxy statement. Only our stockholders of record at the close of business on April 9, 2018,8, 2019, the record date for the annual meeting, are entitled to notice of and to vote at the annual meeting and any continuation, postponement or adjournment of the annual meeting. A list of stockholders eligible to vote at our annual meeting will be available for inspection at the annual meeting, and at our executive offices during regular business hours for a period of no less than ten days prior to the annual meeting.

Your vote is important.  In accordance with rules and regulations adopted by the SEC, we have elected to furnish our proxy materials to stockholders by providing access to the materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) has been mailed to the majority of our stockholders, while other stockholders have instead received paper copies of the documents accessible on the Internet.  It is important that your shares be represented and voted whether or not you plan to attend the annual meeting in person.  If you are the registered holder of your shares and are viewing the proxy statement on the Internet, you may grant your proxy electronically via the Internet by following the instructions on the Internet Availability Notice previously mailed to you and the instructions listed on the Internet site.  If you are receiving a paper copy of the proxy statement, you may vote by completing and mailing the proxy card enclosed with the proxy statement, or you may grant your proxy electronically via the Internet or by telephone by following the instructions on the proxy card.  If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided to you by that firm to determine whether and how you will be able to submit your proxy.  Submitting a proxy over the Internet, by telephone or by mailing a proxy card will ensure your shares are represented at the annual meeting.

By Order of the Board of Directors,

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Genesis Healthcare, Inc.

101 East State Street

Kennett Square, Pennsylvania 19348

PROXY STATEMENT

INFORMATION CONCERNING VOTING AND SOLICITATION

General

The enclosed proxy is solicited on behalf of the board of directors of Genesis Healthcare, Inc., a Delaware corporation, for use at our 20182019 Annual Meeting of Stockholders to be held on Wednesday, June 6, 2018,5, 2019, at 8:30 a.m. local time, or at any continuation, postponement or adjournment thereof, for the purposes discussed in this proxy statement and any business properly brought before the annual meeting. Proxies are solicited to give all stockholders of record an opportunity to vote on matters properly presented at the annual meeting. In this proxy statement, the “company,” “we,” “us” and “our” mean Genesis Healthcare, Inc., unless otherwise indicated.

All stockholders of record as of April 9, 2018,8, 2019, are entitled to notice of and to vote at our 20182019 Annual Meeting of Stockholders. The annual meeting will be held at our office located at 101 East State Street, Kennett Square, Pennsylvania 19348.  We intend to begin mailing the Notice of Internet Availability of Proxy Materials (“Internet Availability Notice”), to certain of our stockholders, and, alternatively, a paper copy of this proxy statement and accompanying proxy card to all other stockholders, on or about April 27, 2018.26, 2019.

Important Notice Regarding the Availability of Proxy Materials for the 20182019 Annual Meeting of Stockholders to be Held on June 6, 20185, 2019

We are pleased to take advantage of SECU.S. Securities and Exchange Commission (“SEC”) rules that allow companies to furnish their proxy materials over the Internet. Accordingly, we sent to the majority of our stockholders the Internet Availability Notice regarding Internet availability of the proxy materials for this year’s annual meeting. Other stockholders were instead sent paper copies of the proxy materials accessible on the Internet. Instructions on how to access the proxy materials over the Internet or to request a paper copy can be found in the Internet Availability Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis by going to www.proxyvote.com and following the instructions. A stockholder’s election to receive proxy materials by mail or e-mail will remain in effect until the stockholder terminates it.

If your shares are registered directly in your name with our transfer agent, Wells Fargo Shareowner Services, you are considered, with respect to those shares, the “stockholder of record.” In that case, either the Internet Availability Notice or the Notice of Annual Meeting, this proxy statement and our 20172018 Annual Report to Stockholders have been sent directly to you.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” In such case, either a notice similar to the Internet Availability Notice or the Notice of Annual Meeting, this proxy statement and our 20172018 Annual Report to Stockholders should have been provided (or otherwise made available) to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following such intermediary’s instructions for voting.

In addition, please also note that the notice of the 20182019 Annual Meeting of Stockholders, this proxy statement, a proxy card sample and our 20172018 Annual Report to Stockholders are available on the investor relations section of our website at www.genesishcc.com.  We encourage you to access and review all of the important information contained in the proxy materials before voting.

Stockholders Entitled to Vote

Stockholders of record as of the close of business on April 9, 2018,8, 2019, are entitled to notice of, and to vote at, the annual meeting. On all matters to be voted upon at the annual meeting, each holder of our Class A common stock, Class B common stock and Class C common stock is entitled to one vote for each share of Class A common stock, Class B common stock and Class C common stock, respectively, held of record by such holder. You may vote your shares at the annual meeting by attending and voting in person, by voting via the Internet or telephone as described herein, or by having your shares represented at the annual meeting by a valid proxy.

Voting

You may vote by ballot in person at the annual meeting. Alternatively, if your shares are registered directly in your name, you may submit a proxy and vote by using any of the following methods:

·                  By Telephone:  You may use any touch-tone telephone to vote at any time until 11:59 p.m. (Eastern Time) on the day before the meeting, by calling 1-800-690-6903 and following the voice-guided instructions.

·                  By Internet:  You may use the Internet to vote at any time until 11:59 p.m. (Eastern Time) on the day before the meeting, by going to www.proxyvote.com. To vote on the Internet, go to www.proxyvote.com and follow the instructions for Internet voting shown on your proxy card or Internet Availability Notice.

·                  By Mail:  If you received a printed proxy card, you may vote by completing, signing and dating the proxy card and returning it in its accompanying postage-paid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

If your shares are not registered directly in your name (e.g., you hold your shares in a stock brokerage account or through a bank or other holder of record), you may vote by following the instructions detailed on the notice or voting instruction form you receive from your broker, bank or other nominee.

Your vote is very important. Accordingly, whether or not you plan to attend the annual meeting in person, you should vote by using one of the methods described above.

All properly signed proxies that are received before the polls are closed at the annual meeting and that are not revoked will be voted at the annual meeting according to the instructions indicated on the proxies or, if no instructions are indicated with respect to a particular proposal, they will be voted as follows: (i) “FOR” the election of each of the threetwo nominees for director as described in Proposal 1; (ii) “FOR” the advisory approval of the compensation of our named executive officers as described in Proposal 2; and (iii) “FOR” the ratification of the selection of KPMG LLP as our independent registered public accounting firm as described in Proposal 3.

The enclosed proxy gives Thomas DiVittorio, our Chief Financial Officer, and Michael S. Sherman, our Senior Vice President, General Counsel and Secretary, or either of them, discretionary authority to vote your shares with respect to all additional matters that might come before the annual meeting, including any motion made for continuance, adjournment or postponement of the annual meeting (including for purposes of soliciting additional votes).

Revoking Your Proxy; Changing Your Vote

If you are a stockholder of record, you may revoke your proxy or change your vote at any time before your proxy is voted at the annual meeting by taking any of the following actions:

·                  delivering to our Corporate Secretary a signed written notice of revocation, bearing a date later than the date of the proxy, stating that the proxy is revoked;

·                  properly delivering a subsequent proxy in one of the manners authorized and described in this proxy statement (such as by mail, via the Internet or by telephone), relating to the same shares and bearing a later date than the original proxy; or

·                  attending the annual meeting and voting in person, although attendance at the annual meeting will not, by itself, revoke a proxy.

Written notices of revocation and other communications with respect to the revocation of proxies (other than delivering a subsequent proxy) should be addressed to:

Genesis Healthcare, Inc.

Attn: Michael S. Sherman, Secretary

101 East State Street

Kennett Square, PA 19348

If your shares are held in “street name” by a broker, bank or other nominee, you may change your vote by submitting new voting instructions to your broker, bank or other nominee. You must contact your broker, bank or other nominee to find out how to do so.

Attendance at the Annual Meeting

All stockholders who choose to attend the annual meeting in person will need to present a valid government-issued photo identification (e.g., a driver’s license, state identification card or passport) at the door to be admitted to the annual meeting. Additionally, if you hold your shares in a stock brokerage account or in the name of a bank or other holder of record and you plan to attend the annual meeting, you will also need to obtain and present a copy of your brokerage account statement (which you can obtain from your broker) reflecting your ownership of our common stock as of the close of business on April 9, 2018,8, 2019, the record date for the annual meeting.

Quorum and Votes Required

At the close of business on April 9, 2018,8, 2019, there were 99,001,650104,516,818 shares of our Class A common stock, 744,396 shares of our Class B common stock and 59,700,80156,620,453 shares of our Class C common stock outstanding and entitled to vote.  Stockholders of record are entitled to one (1) vote, on each proposal, for each share of Class A common stock, Class B common stock and Class C common held by the stockholder. Thus, a total of 159,446,847161,881,667 votes may be cast on each proposal at the annual meeting. All votes will be tabulated by the inspector of elections appointed for the annual meeting. Michael T. Berg, our Deputy General Counsel and Assistant Secretary, has been appointed to serve as inspector of election at the annual meeting.

The inspector of elections will determine whether a quorum is present at the annual meeting. The presence, in person or by proxy, of stockholders entitled to cast at least a majority of the votes that all stockholders are entitled to cast at the annual meeting will constitute a quorum at the annual meeting. Shares of common stock held by persons attending the annual meeting but not voting, shares represented by proxies that reflect abstentions as to a particular proposal and broker “non-votes” will be counted as present for purposes of determining a quorum but will not be counted as votes cast. Brokers, banks or other nominees who hold shares of common stock in “street name” for beneficial owners of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that the New York Stock Exchange (the “NYSE”), determines to be “non-routine,” without specific instructions from the beneficial owner. These non-voted shares are referred to as “broker non-votes.” If your broker, bank or nominee holds your common stock in “street name,” your broker, bank or nominee is entitled to vote your shares on “non-routine” proposals only if you provide instructions on how to vote by filling out the voting instruction form sent to you by your broker, bank or nominee with this proxy statement. Proposals 1 and 2 are considered “non-routine” matters on which brokers, banks and other nominees may vote only with specific instructions from beneficial owners.

For Proposal 1, directors will be elected by a plurality of the votes cast at the annual meeting. Thus, the threetwo nominees receiving the greatest number of votes will be elected, assuming there is a quorum present at the annual meeting. A properly executed proxy marked “WITHHOLD ALL” or “FOR ALL EXCEPT,” as the case may be, with respect to the election of the director will not be counted in the number of votes cast on a matter, although it will be counted for purposes of determining whether there is a quorum. Your broker is not entitled to vote on the election of directors without your instruction. As a result, broker non-votes will not be counted in determining which nominees received the largest number of votes cast.

Proposal 2, approval on an advisory basis of the resolution approving the compensation of our named executive officers, as described in this proxy statement, requires the affirmative vote of the holders of a majority of the votes that all stockholders present in person or represented by proxy are entitled to cast at the annual meeting. Therefore, abstentions will have the same effect as votes against the proposal. Brokers do not have discretionary authority to vote on this proposal. Thus, broker non-votes will be deemed shares not entitled to vote on the proposal, will not be counted as votes for or against the proposal, and will not be included in calculating the number of votes necessary for approval of the proposal.

Proposal 3, the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018,2019, requires the affirmative vote of the holders of a majority of the votes that all stockholders present in person or represented by proxy are entitled to cast at the annual meeting. Therefore, abstentions will have the same effect as votes against this proposal. Brokers generally have discretionary authority to vote on the ratification of

our independent registered public accounting firm and thus, broker non-votes are generally not expected in connection with the vote on Proposal 4.3.

No matter currently is expected to be considered at the annual meeting other than the proposals set forth in this proxy statement and the accompanying Notice of Annual Meeting of Stockholders. However, if any other matters are properly brought before the annual meeting for action, it is intended that the shares of our common stock represented by proxies will be voted by the persons named as proxies on the proxy card in accordance with their discretion on such matters.

Solicitation of Proxies

Our board of directors is soliciting proxies for the annual meeting from our stockholders. We will bear the entire cost of soliciting proxies from our stockholders, including the expense of preparing and mailing the Internet Availability Notice and the proxy materials for the annual meeting. In addition to the solicitation of proxies by mail, we will request that brokers, banks and other nominees that hold shares of our common stock that are beneficially owned by our stockholders send notices, proxies and proxy materials to those beneficial owners and secure those beneficial owners’ voting instructions. We will reimburse those record holders for their reasonable expenses. We may use several of our regular employees, who will not be specially compensated, to solicit proxies from our stockholders, either personally or by telephone, Internet, telegram, facsimile or special delivery letter.

Assistance

If you need assistance in submitting your proxy or have questions regarding the annual meeting, please contact the Genesis Healthcare, Inc. Investor Relations department at (610) 925-2000 or write to: Genesis Healthcare, Inc., Attn: Investor Relations, 101 East State Street, Kennett Square, Pennsylvania 19348.

Forward-Looking Statements

This proxy statement may contain “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995). These statements are based on our current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. We undertake no obligation to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those mentioned in the risk factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 20172018 and in our subsequent periodic reports on Form 10-Q and current reports on Form 8-K.

PROPOSAL 1:  ELECTION OF DIRECTORS

Board Structure

Our Amended and Restated Bylaws provide that our board of directors will consist of not less than three (3) nor more than nineteen (19) members, with the exact number of directors being set by our board of directors. Our board of directors has set the current number of directors at eleven (11)nine (9) members. The directors are divided into three (3) classes, with each class consisting of three (3) members and each member serving for a term of three (3) years. At each annual meeting, the term of one class expires. Class I, which consists of three (3) members, Robert H. Fish, George V. Hager, Jr. and Arnold Whitman, has a term expiring at the close of our 20182021 Annual meetingMeeting of stockholders. Class II, which currently has three (3) members,consists of Robert Hartman, James V. McKeon and David Reis, and one (1) vacancy, has a term expiring at the close of our 2019 annual meetingAnnual Meeting of stockholders.  Class III, which currently has three (3) members,consists of James H. Bloem, John F. DePodesta and Terry Allison Rappuhn, and one (1) vacancy, has a term expiring at the close of our 2020 Annual Meeting of Stockholders.  We currentlywill have two vacanciesone vacancy on our board of directors.directors following the 2019 Annual Meeting of Stockholders because Mr. Reis provided notice to the company in March 2019 that he would not stand for re-election when his term expires and the company had not, as of April 26, 2019, identified a nominee to replace Mr. Reis.

Board Nominees

Based upon the recommendation of our Nominating, Corporate Governance, Quality and Compliance Committee, our board of directors has nominated Robert H. Fish, GeorgeHartman and James V. Hager, Jr. and Arnold WhitmanMcKeon for election to serve as Class III directors. Proxies cannot be voted for a greater number of persons or different persons than the nominees named. If elected, each director nominee would serve a three-year term expiring at our 20212022 Annual Meeting of Stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal. Biographical information on each of the nominees is furnished below under “Director Biographical Information.”

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE THREETWO DIRECTOR NOMINEES.

Composition of the Board of Directors

Set forth below is information as of April 26, 20182019 regarding each director nominee and each person whose term of office as a director will continue after the annual meeting.  There are no family relationships among any of our directors or executive officers.

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

(3) Member of the Nominating, Corporate Governance, Quality and Compliance Committee.

(2) Member of the Executive Committee.

(3) Member of the Compensation Committee.

(4) Member of the Audit Committee.

The Purchase and Contribution Agreement, dated as of August 18, 2014 and amended as of January 5, 2015 (as so amended, the “Purchase Agreement”) entered into between Skilled Healthcare Group, Inc. (“Skilled Healthcare”) and FC-GEN Operations Investment, LLC (“FC-GEN”) pursuant to which the combination of Skilled Healthcare with FC-GEN (the “Combination”) was effected provided that each of the parties would take all actions necessary to provide that, at the closing of the Combination (which occurred on February 2, 2015), two (2) individuals designated by Skilled Healthcare, four (4) individuals designated by FC-GEN and five (5) individuals designated jointly by Skilled Healthcare and FC-GEN would be appointed to our board of directors.  Other than Ms. Rappuhn, the individuals who are currently serving as the members of our board of directors were appointed in 2015 pursuant to that agreement.

Director Biographical Information

Nominees for Election at the Annual Meeting to Serve for a Three-Year Term Expiring at the 2021 Annual Meeting of Stockholders (Class I)

Robert H. Fish.  Mr. Fish has served as a member of our board of directors since 2013, when he joined Skilled Healthcare as Chief Executive Officer.  He served as Skilled Healthcare’s Chief Executive Officer until the Combination was completed in 2015.  During his career, Mr. Fish has served as Chairman, President or CEO of a number of healthcare companies. From 2012 until he joined Skilled Healthcare in 2013, Mr. Fish served as Managing Partner of Sonoma-Seacrest, LLC, a California health care firm specializing in strategic planning, performance improvement and merger and acquisition issues. From 2008 to 2012 he served as Chairman of REACH Medical Holdings, a regional air medical transport company, from 2005 to 2006 he served as Executive Chairman of Coram, Inc., a large home infusion provider, from 2003 to 2007 he served as Lead Director of Genesis HealthCare, LLC (“Genesis LLC”) and from 2002 to 2003 he served as Chairman and Chief Executive Officer of Genesis Ventures, a long-term care and institutional pharmacy company and predecessor in interest to Genesis Healthcare Corporation. Since April 2017, Mr. Fish has served as a director and member of the audit committee of American Renal Associates Holdings, Inc., a publicly-held provider of outpatient dialysis services.  Since 2013, Mr. Fish has served as a member of the board of directors of the non-profit St. Helena Hospital Foundation in Northern California. Mr. Fish has also served as President and Chief Executive Officer of St. Joseph Health System—Sonoma County and Valleycare Health System, both of which are regional hospital systems in Northern California.

Mr. Fish has extensive experience as a healthcare company executive, including in the long-term care industry.  For these reasons, and his former role as our Chief Executive Officer, our board of directors concluded that Mr. Fish should serve as a director.

George V. Hager, Jr.  Mr. Hager has served as Chief Executive Officer of Genesis Healthcare, Inc. since the Combination was completed in 2015.  From 2003 until 2015, Mr. Hager served as Chief Executive Officer of Genesis LLC. Prior to becoming Chief Executive Officer, he was Executive Vice President and Chief Financial Officer of Genesis LLC, and was responsible for corporate finance, information services, reimbursement and risk management. He joined Genesis LLC in 1992 as Vice President and Chief Financial Officer and was named Senior Vice President and Chief Financial Officer in 1994. Mr. Hager has over 25 years of experience in the healthcare industry. He spent the first 13 years of his professional career at KPMG, LLP, where he was the partner in charge of the healthcare practice group for the Philadelphia region from 1989 to 1992.  Mr. Hager is a certified public accountant and is a member of the boards of Dickinson College, the Delaware Valley Chapter of the Alzheimer’s Association and the Schwartz Center for Compassionate Care. Previously, he was a member of the board and the Audit Committee chair of both REACH Medical Holdings, Inc., a medical transportation company, and Adolor Corporation, a biopharmaceutical company. In addition, Mr. Hager has served as a member of the board of trustees and the Finance Committee, and as chair of the Audit Committee, of The University of the Sciences of Philadelphia.

Our board of directors has concluded that Mr. Hager should serve as a director based upon his extensive experience as a healthcare company executive, including his longstanding service as Chief Executive Officer of Genesis LLC.

Arnold Whitman.  Mr. Whitman is Co-Founder and Chairman of Formation Capital, LLC (“Formation Capital”). He has over 25 years’ experience in the seniors housing and healthcare industry. In 1999, Mr. Whitman created Formation Capital as an advisory and equity investment firm for seniors housing and healthcare. Since founding the company, Mr. Whitman has overseen the investment of over $5 billion in seniors housing assets managed by Formation Capital. Prior to co-founding Formation Capital, Mr. Whitman founded Health Care Capital Finance (“HCCF”), a private debt provider, where he developed a successful securitization program for seniors housing assets. Following the merger of HCCF into PRN Mortgage Capital, Mr. Whitman continued to oversee over $2 billion of debt investments into seniors housing and care. Mr. Whitman began his career in healthcare in 1985 as a Director of Acquisitions for MediPlex and then as a Vice President of Meditrust in 1986. Mr. Whitman is a current board member and Chairman Emeritus of the National Investment Center for Seniors Housing and Care Industries and also serves on the executive board of the American Seniors Housing Association. He is also a partner in Aging 2.0, a principal in Prime Care Properties, LLC and a board member of Care Institute Group, Inc. He served on the board of FC-GEN until the consummation of the Combination in 2015.

Mr. Whitman’s extensive experience in the healthcare industry, and particularly with companies who serve seniors, as well as his significant beneficial ownership in the company’s stock, as described below in “Security Ownership of Directors and Executive Officers and Certain Beneficial Owners,” led the board of directors to conclude that Mr. Whitman should serve as a member of the board of directors.

Directors Continuing in Office Until the 20192022 Annual Meeting of Stockholders (Class II)

Robert Hartman. Mr. Hartman has been the Chairman of NuCare Services Corp., which provides business and financial consulting services to the long term care industry, since 1984.1984, and a Senior Advisor to Next Healthcare Capital LLC, a healthcare real estate investment firm, since 2013.  Mr. Hartman has over 35 years of development and operational experience in providing senior services ranging from assisted living to post-acute care. He has been involved with the start-up and creation of over 30 businesses primarily related to the healthcare and real estate fields. He sits on the board of Formation Development Group. Additionally, Mr. Hartman is Principal and Founder of Midway Capital Partners, a private equity fund that invests in real estate, hospitality and healthcare development opportunities. He served on the board of FC-GEN until the consummation of the Combination in 2015. Mr. Hartman has served as co-President of the Illinois Council on Long Term Care, a statewide trade association. He served for six years as a Trustee of Northeastern Illinois University and for 18 years as the Chairman of the Board of Trustees of Keshet, an educational, camping and social service organization for individuals with special needs.  He was recently elected as Trustee of the Simon Wiesenthal Center.

The board of directors has concluded that Mr. Hartman should serve as a member of the board of directors due to the great breadth and depth of operational and financial experience that he has in the senior services industry, as well as his significant beneficial ownership in the company’s stock, as described below in “Security Ownership of Directors and Executive Officers and Certain Beneficial Owners.”

James V. McKeon. Mr. McKeon is currently the President of Valentine Associates LLC (“Valentine Associates”), a position he has held since 2009. Valentine Associates is a Pennsylvania-based consulting firm specializing in finance, strategic planning, performance improvement and merger and acquisition issues.  Valentine Associates has performed consulting services for both Skilled Healthcare and Genesis LLC. From 2009 until 2014, Mr. McKeon served as a consultant to and officer of Tech Pharmacy Services, Inc., which serviced nursing facilities for pharmacy and related supplies.  From 2003 to 2008,2007, Mr. McKeon served as Executive Vice President and Chief Financial Officer for Genesis LLC.Healthcare Corporation, and then he served in that same role with Genesis Healthcare LLC in 2008. From 1994 to 2003, he held various positions at Genesis Health Ventures, LLC (“Genesis Health Ventures”): he was Senior Vice President and Corporate Controller from 2000 to 2003, Vice President and Corporate Controller from 1997 to 2000 and Director, Finance and Investor Relations from 1994 to 1995. Mr. McKeon started his career at KPMG Peat Marwick (“KPMG”), a professional services company, where he worked from 1986 until 1994. He held a variety of positions at KPMG during his tenure and was a senior manager upon departure. Mr. McKeon also serves as a director for Educational Credit Management Corporation (“ECMC”), a not-for-profit focused on ensuring adequate liquidity to finance secondary education, a position he has held since 2009. Mr. McKeon also serves as Chairman of the Audit Committee for ECMC, a position he has held since 2011. From 2006 to 2012, he was an officerMr. McKeon also serves on the board of directors for several privately-held companies and on the Board of Trustees of Sanford School, a director of Tug McGraw Foundation, a not-for-profit focused on quality of life issues for brain tumor patients and families.private school located in Hockessin, Delaware.

The board of directors has concluded that, based upon Mr. McKeon’s extensive experience in the healthcare industry, as well as his familiarity with the company and its predecessor companies, he should serve as a member of the board of directors.

David Reis. Since 1988, Mr. Reis has been the Chief Executive Officer of Senior Care Development, LLC, a company that specializes in the development and turnaround of distressed continuing care retirement communities. Senior Care Development also has over 25 years of experience in developing and owning standalone skilled nursing facilities and assisted living communities.  Mr. Reis is also the Chief Executive Officer of Falcon Investors, LLC (“Falcon Investors”), a position he has held since 2004. Falcon Investors specializes in the development and turnaround of unique assets, and is the managing member and an owner of the company that developed the St. Regis Deer Valley ski-in/ski-out resort, as well as managing the successful turnaround of MetroSouth Hospital in Blue Island, Chicago. He served on the board of FC-GEN until the consummation of the Combination in 2015.

The board of directors has concluded that, based upon Mr. Reis’ extensive experience in the healthcare industry, particularly with companies that serve seniors, as well as his significant beneficial ownership in the company’s stock, as described below in “Security Ownership of Directors and Executive Officers and Certain Beneficial Owners,” he should serve as a member of the board of directors.

Directors Continuing in Office Until the 2020 Annual Meeting of Stockholders (Class III)

James H. Bloem. Mr. Bloem has served as a director and business consultant to various public and private companies, mainly in the health-care industry, since his retirement in 2013 after 13 years as Senior Vice President, Chief Financial Officer, and Treasurer of Humana, Inc. (“Humana”), one of the nation’s largest health-benefit companies. At Humana, he had responsibility for all of Humana’s accounting, actuarial, analytical, financial, tax, risk management, treasury, and investor relations activities. Mr. Bloem currently serves as a director of the following health-care companies that are, or during his tenure were, publicly-held: (1) Allergan plc (not standing for re-election in 2018), a global pharmaceutical company, where he serves on the audit as well as corporate governance and nominating committees; (2) ResCare, Inc. (publicly-held until 2010), a leading provider of services to people with disabilities as well as work-force training and home-care needs, where he serves as

Board Chair; and (3) Rotech Healthcare, Inc. (publicly-held until 2012), a leading provider of home medical equipment and related services, where he serves as chairman of the audit committee, and (2) York Risk Services Group, Inc., a provider of comprehensive insurance claims services, specialized loss adjusting, managed care, pool administration and loss control to insurance carriers, public entities and self-insured parties, where he serves as chairman of the audit committee. He also previously served as a director of Genesis Health Ventures, Inc. from 2001-2003 and NeighborCare from 2003-2005. Mr. Bloem’s financial background and experience qualify him as an “audit committee financial expert” under SEC rules.

The board of directors has concluded that Mr. Bloem should serve as a director, based upon his extensive experience in the healthcare industry, including as an executive officer of Humana, as well as his leadership skills and financial knowledge, which enable him to serve as a financial expert on and chairperson of our Audit Committee.

John F. DePodesta.  Mr. DePodesta co-founded Primus Telecommunications Group, Inc. (“Primus”) in 1994, and served as the company’s Director, Executive Vice President, Chief Legal Officer, Chief Corporate Development Officer and Secretary from 1994 to 2010.   In 2009, Primus filed a voluntary petition in bankruptcy court for reorganization relief under Chapter 11 of the United States Bankruptcy Code. From 1994 to 2002, Mr. DePodesta served as the Chairman of the Board of Iron Road Railways, Inc., which he also co-founded. He served as Senior Vice President, Law and Public Policy, of Genesis Ventures from 1996 to 1998. Additionally, from 1994 to 1999, he served as “of counsel” to the law firm of Pepper Hamilton LLP, where he was previously a partner since 1979. Before joining Pepper Hamilton LLP, Mr. DePodesta served as General Counsel of Consolidated Rail Corporation and General Counsel—Counsel - Reorganization for the Penn Central Trustees from 19701971 to 1979. Since 1994, he has served as a director of Educational Credit Management Corporation Group, where he is currently Chairman of the Board, Chairman of the ECMC Foundation, Chairman of the ECMC Investment Committee, Chairman of the Governance and Compensation Committee and Chairman of the Board of Educational Credit Management Corporation Group’s other for-profit and non-profit subsidiaries. Mr. DePodesta also served as a director of Genesis LLCHealthcare Corporation from 2003 until 2007, where he was a member of the Audit Committee and the Special Committee. From 2011 until 2015, Mr. DePodesta served as a director of Sutron Corporation and was Chairman of the Governance and Compensation Committee and a member of the Audit Committee. Since 2010, Mr. DePodesta has served as Managing Director of Dolomite Group, LLC, which provides advisory services to senior executives and public and private governing bodies.

Mr. DePodesta has extensive experience in law and regulation, corporate governance, corporate management, mergers and acquisitions, equity and debt financing, restructuring and working with healthcare and high growth technology companies.  Based on this experience, the board of directors has concluded that he should serve as a director.

Terry Allison Rappuhn.  Ms. Rappuhn has served on the board of directors and as the chair of the audit committee of Quorum Health Corporation, a publicly-held operator of general acute care hospitals and outpatient services, since 2017, and as the Chairchair of the board of directors of Quorum since March 2018 and as chair of the audit committee of Quorum from 2017 until March 2018.  She has served Akorn, Inc., a publicly-held specialty pharmaceutical company, as a director and member of the audit committee of since 2015, as a member of the nominating and governance committee since 2016 and as the chairperson of the audit committee since 2017. From 2016 to 2017, Ms. Rappuhn served on the board of directors and audit committee of Span-America Medical Systems, Inc. (previously a publicly held company that was acquired by Savaria Corporation), a manufacturer of beds and pressure management products for the medical market. From 2006 to 2010, she served as a director and chaired the audit committee of AGA Medical Holdings, Inc. (previously a publicly-held company that was acquired by St. Jude Medical), a medical device company.  From 2003 to 2007, she served as a director of Genesis HealthCare Corporation, where she chaired the audit committee. From 1999 to April 2001, Ms. Rappuhn served as Senior Vice President and Chief Financial Officer of Quorum Health Group, Inc., an owner and operator of acute care hospitals. From 1996 to 1999 and from 1993 to 1996, Ms. Rappuhn served as Quorum’s Vice President, Controller and Assistant Treasurer and as Vice President, Internal Audit, respectively. Ms. Rappuhn has 15 years of experience with Ernst & Young, LLP and is a Certified Public Accountant.

The board of directors has concluded that Ms. Rappuhn should serve as a director based on her extensive experience in the healthcare industry, her extensive experience in corporate governance matters, her financial and accounting background and experience which qualifies her as an “audit committee financial expert” under SEC rules, knowledge of cybersecurity oversight and her knowledge and experience with corporate governance matters.

Directors Continuing in Office Until the 2021 Annual Meeting of Stockholders (Class I)

Robert H. Fish.  Mr. Fish has served as a member of our board of directors since 2013, when he joined Skilled Healthcare as Chief Executive Officer.  He served as Skilled Healthcare’s Chief Executive Officer until the Combination was completed in 2015.  Mr. Fish currently serves as President, Chief Executive Officer and Director of Quorum Health Corporation, a publicly-held operator of general acute care hospitals and outpatient services.  During his career, Mr. Fish has served as Chairman, President or CEO of a number of healthcare companies. From 2012 until he joined Skilled Healthcare in 2013, Mr. Fish served as Managing Partner of Sonoma-Seacrest, LLC, a California health care firm specializing in strategic planning, performance improvement and merger and acquisition issues. From 2008 to 2012 he served as Chairman of REACH Medical Holdings, a regional air medical transport company, from 2005 to 2006 he served as Executive Chairman of Coram, Inc., a large home infusion provider, from 2003 to 2007 he served as Lead Director of Genesis HealthCare Corporation and from 2002 to 2003 he served as Chairman and Chief Executive Officer of Genesis Ventures, a long-term care and institutional pharmacy company and predecessor in interest to Genesis Healthcare Corporation. Since 2017, Mr. Fish has served as a director and member of the audit committee of American Renal Associates Holdings, Inc., a publicly-held provider of outpatient dialysis services.  From 2013 to 2018, Mr. Fish has served as a member of the board of directors of the non-profit St. Helena Hospital Foundation in Northern California. Mr. Fish served as President and Chief Executive Officer of St. Joseph Health System—Sonoma County and Valleycare Health System, both of which are regional hospital systems in Northern California.

Mr. Fish has extensive experience as a healthcare company executive, including in the long-term care industry.  For these reasons, and his former role as our Chief Executive Officer, our board of directors concluded that Mr. Fish should serve as a director.

George V. Hager, Jr.  Mr. Hager has served as Chief Executive Officer of Genesis Healthcare, Inc. since the Combination was completed in 2015.  Mr. Hager served as Chief Executive Officer of Genesis Healthcare Corporation from 2003 until 2007 and of Genesis Healthcare LLC from 2007 until 2015. Prior to becoming Chief Executive Officer, he was Executive Vice President and Chief Financial Officer of Genesis Healthcare Corporation, and was responsible for corporate finance, information services, reimbursement and risk management. He joined Genesis Healthcare Corporation in 1992 as Vice President and Chief Financial Officer and was named Senior Vice President and Chief Financial Officer in 1994. Mr. Hager has over 25 years of experience in the healthcare industry. He spent the first 13 years of his professional career at KPMG, LLP, where he was the partner in charge of the healthcare practice group for the Philadelphia region from 1989 to 1992.  Mr. Hager is a certified public accountant and is a member of the board of trustees of Dickinson College and the board of the Schwartz Center for Compassionate Care. Previously, he was a member of the board and the Audit Committee chair of both REACH Medical Holdings, Inc., a medical transportation company, and Adolor Corporation, a biopharmaceutical company. In addition, Mr. Hager has served as a member of the board of trustees and the Finance Committee, and as chair of the Audit Committee, of The University of the Sciences of Philadelphia.

Our board of directors has concluded that Mr. Hager should serve as a director based upon his extensive experience as a healthcare company executive, including his longstanding service as Chief Executive Officer of Genesis Healthcare.

Arnold Whitman.  Mr. Whitman is Co-Founder and Chairman of Formation Capital, LLC (“Formation Capital”). He has over 25 years’ experience in the seniors housing and healthcare industry. In 1999, Mr. Whitman created Formation Capital as an advisory and equity investment firm for seniors housing and healthcare. Since founding the company, Mr. Whitman has overseen the investment of over $5 billion in seniors housing assets managed by Formation Capital. Prior to co-founding Formation Capital, Mr. Whitman founded Health Care Capital Finance (“HCCF”), a private debt provider, where he developed a successful securitization program for seniors housing assets. Following the merger of HCCF into PRN Mortgage Capital, Mr. Whitman continued to oversee over $2 billion of debt investments into seniors housing and care. Mr. Whitman began his career in healthcare in 1985 as a Director of Acquisitions for MediPlex and then as a Vice President of Meditrust in 1986. Mr. Whitman is a current board member and Chairman Emeritus of the National Investment Center for Seniors Housing and Care Industries and also serves on the executive board of the American Seniors Housing Association. He is also a partner in Aging 2.0, a principal in Prime Care Properties, LLC and a board member of Care Institute Group, Inc. He served on the board of FC-GEN until the consummation of the Combination in 2015.

Mr. Whitman’s extensive experience in the healthcare industry, and particularly with companies who serve seniors, as well as his significant beneficial ownership in the company’s stock, as described below in “Security Ownership of Directors and Executive Officers and Certain Beneficial Owners,” led the board of directors to conclude that Mr. Whitman should serve as a member of the board of directors.

CORPORATE GOVERNANCE

Our board of directors has adopted corporate governance guidelines that provide the framework for our overall governance practices. Our board of directors has also adopted a code of conduct, which contains general guidelines for conducting our business that applies to all of our employees, including our principal executive officer, our principal financial officer, our principal accounting officer and our controller.  See “— Code of Conduct.” Our corporate governance guidelines and code of conduct can be found on the corporate governance page in the investor relations section of our website at www.genesishcc.com. Information contained on, or accessible through, any website referenced herein does not constitute a part of this proxy statement.

Board Leadership Structure

Our Chairman of the board of directors and Chief Executive Officer roles are separated.  Mr. Hager has served as Chief Executive Officer since the Combination in 2015, Steven Fishman served as Chairman from 2015 until his resignation from the board of directors in April 2017, and Mr. Fish has served as Chairman since April 2017.   Our board of directors has determined that it is presently desirable for different individuals to hold the positions of Chief Executive Officer and Chairman of the board of directors,directors.  Mr. Hager has served as Chief Executive Officer since the Combination in 2015 and Mr. Fish has served as Chairman since 2017, which enables Mr. Hager to focus more of his time and efforts on his operational leadership responsibilities and allows Mr. Fish to focus on his board leadership responsibilities.  Additionally, we believe that having ana Chairman who is independent director serve as Lead Independent Director facilitates meaningful participation of independent directors in the leadership and functioning of our board of directors.  Glen Schafer served as Lead Independent Director from 2015 through June 2017, Mr. DePodesta served as Lead Independent Director from June 2017 until February 2018, and Mr. Fish has been the Lead Independent Director since February 2018.

Mr. Fish, as an independent Chairman, acts as the Board’s lead independent director.  The corporate governance guidelines provide that the lead independent director is responsible for, among other things, periodically scheduling and conducting separate meetings of the independent directors and coordinating the activities of the independent directors, providing input into agendas for meetings of the board of directors and performing various other duties as may be appropriate, including advising the Chairman of the board of directors. The lead independent director also participates in connection with the scheduling of meetings of the board of directors.

Five of our nine current directors are “independent” directors, as defined by NYSE standards. To promote open discussion among our non-management directors, our independentOur directors meet regularly in executive sessions without management participation.and our independent directors also meet regularly. As Chairman of the board of directors, Mr. Fish presides over board meetings and has the ability to set the agenda of the meetings of the board of directors and executive sessions.

The board of directors recognizes the importance of regularly evaluating our particular circumstances to determine if our leadership structure continues to serve the best interests of us and our stockholders. To this end, the board of directors from time to time has assessed, and will continue to assess, whether its leadership structure remains the most appropriate for our organization, and it may from time to time elect to make changes to the leadership structure.

Board Independence

We arePrior to November 1, 2018, we were a “controlled company,” as that term is set forthdefined in Section 303A of the NYSE Listed Company Manual, due to the fact that the holders of a majority of the voting power of our outstanding common stock (the “Voting Group”) havehad entered into a Voting Agreement (as defined below)voting agreement governing, among other things, the election of our directors.  For as long as we continueadditional details regarding the voting agreement, please refer to qualify asthe “Compensation Committee Interlocks and Insider Participation—Voting Agreement” section below. As a result of being a “controlled company,” we arewere not required to comply with certain NYSE listing standards.  Specifically, under the NYSE rules, a “controlled company” may elect not to comply with certain NYSE corporate governanceindependence requirements, including (1)(i) the requirement that a majority of our board of directors consist of independent directors, (2)(ii) the requirement that our nominating/corporate governance committee (i.e., our Nominating, Corporate Governance, Quality and Compliance Committee) be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3)(iii) the requirement that our Compensation Committee be composed entirely of independent directors. Since ceasing to be a “controlled company,” we have taken all action necessary to comply with the NYSE listing standards and currently satisfy all such independence requirements for our board of directors with a written charter addressing the committee’s purpose and responsibilities.its committees.

Our board of directors performs an analysis, at least annually, as to whether each member of our board of directors is an “independent director,” as that term is defined in the applicable NYSE listing standards. In making its independence determination, our board of directors considers all relevant facts and circumstances of which it is aware, and not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation. For example, the board of directors considers transactions and relationships between each director (including nominees for director), or any member of his or her immediate family, and us and our subsidiaries and affiliates in each of the most recent three completed fiscal years. Our board of directors also considers whether there were any transactions or relationships between directors or any member of their immediate family (or any entity of which a director or an immediate family member is an executive officer, general partner, or significant equity holder). Our board of directors considers that in the ordinary course of business, transactions may occur between us and our subsidiaries and companies at which some of our directors are or have

been officers. Our board of directors also considers any relevant charitable contributions to not-for-profit organizations of which our directors or immediate family members are affiliated. In making its independence determinations, our board of directors considers all relationships between us and the director and the director’s family members of which it was aware.

As a result of its review, our board of directors has determined that, of our current directors and nominees,, each of Messrs. Bloem, DePodesta, Fish and McKeon and Ms. Rappuhn is an independent member of our board of directors under the applicable listing standards of the NYSE. Please see the relationships discussed under “Certain Relationships and Related Transactions” for a description of certain relationships considered by our board of directors in making its independence determinations.

Board Meetings

Our board of directors held 15nine meetings during fiscal year 2017.2018. During fiscal year 2017,2018, all directors who were then serving attended at least 75% of the combined total of (i) all board meetings and (ii) all meetings of committees of our board of directors of which the director was a member. The Chairman of the board of directors or his designee, taking into account suggestions from other members of the board of directors and executive officers, establishes the agenda for each meeting of the board of directors and the agenda is distributed in advance to each member of our board of directors. Each member of the board of directors may suggest the inclusion of items on the agenda and raise additional discussion items at the meetings. Our board of directors regularly meets in executive session without management present.  Our directors are encouraged to attend each annual meeting of stockholders, and, with the exception of Mr. Whitman, each member of our board of directors with the exception of Mr. Reis, attended the 20172018 Annual Meeting of Stockholders.stockholders.

Committees of the Board of Directors

Our board of directors maintains a standing Audit Committee, Nominating, Corporate Governance, Quality and Compliance Committee (the “Corporate Governance Committee”) and Compensation Committee.  To view the charter of each of these committees, please visit the corporate governance page in the investor relations section of our website at www.genesishcc.com. Information contained on, or accessible through, any website referenced herein does not constitute a part of this proxy statement.

Because we arewere a “controlled company,”company” prior to November 1, 2018, we elect to utilize somepreviously availed ourselves of certain exemptions from the exemptions listedNYSE listing standards provided above under “—Board Independence.”  Since January 1, 2017, allAll of the current members of our Audit Committee, and at least one of the members of each of our Compensation Committee and our Nominating, Corporate Governance, Quality and Compliance Committee have beenare independent under applicable NYSE corporate governance rules.

The membership of each of our Audit Committee, Corporate Governance Committee and Compensation Committee as of April 26, 20182019 is as follows:

*            Member

C          Chair

Audit Committee

We have a standing Audit Committee. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm and for reviewing and discussing with our management and our independent registered public accounting firm our audited and unaudited consolidated financial statements included in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and earnings press releases. The Audit Committee carries out its responsibilities in accordance with the terms of its charter. The Audit Committee has authority to retain any independent counsel, experts or advisors (accounting, financial or otherwise) that the committee believes to be necessary or appropriate.  A copy of the Audit Committee charter is available under the “Corporate Governance” section of the Company’s website, www.genesishcc.com.

During fiscal 2017,2018, the Audit Committee held 12 meetings and took action by unanimous written consent once.meetings. The current members of the Audit Committee are Messrs. Bloem (Chair) and DePodesta and Ms. Rappuhn. Our board of directors has determined that all members of our Audit Committee are financially literate under the current listing standards of the NYSE and are independent under the NYSE standards and the requirements of SEC Rule 10A-3. Our board of directors has also determined that each of Mr. Bloem and Ms. Rappuhn qualifies as “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K of the Exchange Act of 1934, as amended (the “Exchange Act”).

Nominating Corporate Governance, Quality and Compliance Committee

We have a standing Corporate Governance Committee. During fiscal year 2017,2018, the Corporate Governance Committee held sixfour meetings. The current members of the Corporate Governance Committee are Messrs. McKeon (Chair) and HartmanFish and Ms. Rappuhn.  Our board of directors has determined that all of the current members of our Corporate Governance Committee are independent under the NYSE listing standards.  A copy of the Corporate Governance Committee charter is available under the “Corporate Governance” section of the Company’s website, www.genesishcc.com.

The purpose of the Corporate Governance Committee is to make recommendations concerning the size and composition of our board of directors and its committees, oversee and evaluate and recommend candidates for election as directors, evaluate and recommend compensation paid to non-employee directors, develop, implement and review our corporate governance policies, evaluate our board of directors and management, oversee succession planning by management and review and oversee our policies and procedures that support and enhance the quality of care provided by our affiliates and compliance with applicable laws, regulations and industry guidelines. The Corporate Governance Committee is responsible for annually considering the appropriate skills and characteristics required of members of the board of directors in the context of the current make-up of our board of directors and its committees and for making board composition and nomination recommendations to the board of directors.

Our entire board of directors is responsible for nominating members for election to our board of directors and for filling vacancies on our board of directors that may occur between annual meetings of stockholders. The Corporate Governance Committee is responsible for identifying, screening and recommending candidates to the entire board of directors for prospective board membership. In evaluating the suitability of individuals, the Corporate Governance Committee considers many factors, including:

·                  personal and professional integrity, ethics and values;

·                  experience in corporate management, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly-traded company in today’s business environment;

·                  experience in the company’s industry;

·                  experience as a board member of another publicly held company;

·                  academic expertise in an area of the company’s operations;

·                  diversity of industry experience, gender, ethnicity and other diversity-related factors the committee may deem appropriate; and

·                  practical and mature business judgment, including ability to make independent analytical inquiries.

When formulating its board membership recommendations, the Corporate Governance Committee also considers any advice and recommendations offered by other members of the board of directors. The Corporate Governance Committee may also review the composition and qualification of the board of directors of our competitors or other companies and may seek input from industry experts.

In determining whether to recommend a director for re-election, the Corporate Governance Committee also considers our board of directors’ and each committee’s annual performance self-evaluations. All directors are encouraged to attend periodically director education programs or seminars.

The Corporate Governance Committee evaluates each individual in the context of our board of directors as a whole, with the objective of recommending a group that it feels can best perpetuate success for our company and represent stockholder interests through the exercise of sound judgment. Included in this evaluation is a consideration of the diversity each director or nominee brings to our board of directors, with diversity reflecting varied industry and professional experience, ethnicity and viewpoints, and other factors, as applicable.

The Corporate Governance Committee will consider stockholder recommendations of candidates for the board of directors on the same basis as it considers other candidates. Stockholder recommendations must be submitted to us under the procedures discussed below in “Other Matters — Stockholder Proposals and Nominations” and should include the information required by our bylaws.

Compensation Committee

We have a standing Compensation Committee. The Compensation Committee held five meetings and took action by unanimous written consent once in fiscal year 2017.2018. The current members of the Compensation Committee are Messrs. DePodesta (Chair), McKeon, ReisBloem and Whitman.McKeon. For most of 2017,2018, the Compensation Committee consisted of onetwo independent directordirectors and threetwo non-independent directors as defined under NYSE rules.  Our board of directors has determined that all of the current members of our Compensation Committee are independent under the NYSE standards and the requirements of SEC Rule 10C-1.  A copy of the Compensation Committee charter is available under the “Corporate Governance” section of the Company’s website, www.genesishcc.com.

The Compensation Committee approves the compensation of our Chief Executive Officer and all other officers (as that term is defined in Rule 16a-1 under the Exchange Act), including the approval of any grant of stock options, restricted stock or other equity awards to the CEO and other officers under our equity incentive plans. The Compensation Committee also reviews our compensation philosophy and has direct access to third-party compensation consultants.

The Compensation Committee also makes recommendations to our board of directors with respect to our incentive-compensation plans and equity-based plans and reviews and approves all executive officers’ employment agreements and severance arrangements. The Compensation Committee also manages and periodically reviews all annual bonus, long-term incentive compensation and equity incentive plans (including restricted stock plans, long-term incentive plans, management incentive plans and others). The Compensation Committee also determines annually the annual cash bonuses to be awarded to our executive officers and certain members of senior management based upon pre-established financial and operational performance criteria set under our annual performance bonus program. To assist the Compensation Committee, our Chief Executive Officer may make recommendations regarding other executive officers’ compensation based on his evaluation of the performance of the other executive officer against objectives established at the beginning of each year, the officer’s scope of

responsibilities, our financial performance, retention considerations and general economic and competitive conditions. The Compensation Committee is permitted to delegate certain of its responsibilities to a subcommittee of the Compensation Committee.

In addition, the Compensation Committee has the authority to retain consultants and advisors as it may deem appropriate in its discretion, and the Compensation Committee has the sole authority to approve related fees and other retention terms. In 2017 and prior years, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) to advise the Compensation Committee on an ongoing basis as an independent compensation consultant.  Pearl Meyer reports directly to the Compensation Committee. While conducting assignments, Pearl Meyer interacts with our management when appropriate. Pearl Meyer, when invited, attends, or otherwise participates in, meetings of the Compensation Committee.

After review and consultation with Pearl Meyer, the Compensation Committee determined there was no conflict of interest resulting from retaining Pearl Meyer during the year ended December 31, 2017.2018.  In reaching this conclusion, the Compensation Committee considered the factors set forth in Rule 10C-1 of the Exchange Act.  The Compensation Committee anticipates that it will retain Pearl Meyer to advise the Compensation Committee on certain compensation matters in 2018.2019.  In making this determination, the Compensation Committee noted that during 2017:2018:

·                  Pearl Meyer did not provide any services to the company or its management other than service to the Compensation Committee, and its services were limited to executive and Board compensation consulting. Specifically, it did not provide, directly or indirectly through affiliates, any non-executive compensation services, including, but not limited to, pension consulting or human resource outsourcing;

·                  Fees from the company were less than 1% of Pearl Meyer’s total revenue;

·                  None of the Pearl Meyer consultants who worked on company matters had any business or personal relationship with Compensation Committee members or directly owns company stock; and

·                  None of the Pearl Meyer consultants who worked on company matters, or Pearl Meyer, as a whole, had any business or personal relationship with executive officers of the company.

The Compensation Committee continues to monitor the independence of its compensation consultant on a periodic basis.

Executive Committee

During 2018, we maintained an Executive Committee. The Executive Committee held 11 meetings in fiscal year 2018. The members of the Executive Committee were Messrs. Fish (Chair), Hager, Hartman and McKeon and Ms. Rappuhn. The purpose of the Executive Committee was to assist the board of directors in its oversight role regarding the review of the company’s operations, transactional opportunities, strategic alternatives, strategic plan, portfolio management and similar matters, and to provide advice to the company’s chief executive officer regarding such matters.

Risk Oversight

While our board of directors has the ultimate oversight responsibility for the risk management process, various committees of the board of directors also have responsibility for overseeing specific areas of risk management, as set forth below. Members of management provide regular reports to the board of directors and its committees for discussion, including reports on business operations, strategic planning, personnel matters and benefit plans, financial planning and budgeting, material litigation and succession matters, and will discuss any material risks to the company relating to such matters.   The committees periodically provide updates to the board of directors regarding significant risk management issues and related matters.

Communication with the Board of Directors

Stockholders or other interested parties may contact any of our directors, including our non-management directors, by writing to them c/o Office of the General Counsel, Genesis Healthcare, Inc., 101 East State Street, Kennett Square, PA 19348 or by email at lawdepartment@genesishcc.com or by telephone at (610) 925-2000. The Chairman of the Board, as the Lead Independent Director, with the assistance of the company’s internal legal department, is primarily responsible for monitoring communications from stockholders and providing copies of such communications to the other directors as he or she considers appropriate. Communications will be forwarded to all directors if they relate to substantive matters and include suggestions or comments that the Lead Independent DirectorChairman of the Board considers to be important for the directors to consider. All communications will be compiled by the Office of the General Counsel and submitted to the board of directors or the individual directors on a periodic basis.

Code of Conduct

We maintain a code of business conduct and ethics entitled “The Genesis Healthcare Code of Conduct,” which is applicable to our directors, officers and employees and any independent contractors performing functions similar to those of employees, including our principal executive officer, principal financial officer and principal accounting officer or controller. The codeCode of business conduct and ethicsConduct addresses ethical conduct, commitment to quality care, full, fair and accurate disclosure in documents that we file with the SEC and other regulatory agencies, compliance with laws, regulations and professional standards, and the process for reporting suspected violations of the code. You can access our codeCode of business conduct and ethics,Conduct, free of charge, on the corporate governance page in the investor relations section of our website at www.genesishcc.com.  Information contained on, or accessible through, any website referenced herein does not constitute a part of this proxy statement. In the event of any future amendments to certain provisions of our codeCode of business conduct and ethics,Conduct, or waivers of such provisions, applicable to our directors and executive officers, we intend to disclose such amendments or waivers at the same location on our website identified above.  Our current codeCode of business conduct and ethicsConduct was adopted by our board of directors in 2015.2015 and the company’s management has made, pursuant to authority granted to it by the board of directors, non-material modifications to the Code of Conduct from time to time as management deemed appropriate.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

AND CERTAIN BENEFICIAL OWNERS

The following table shows ownership of our common stock as of April 9, 20188, 2019 by: (i) each person known to us to own beneficially more than five percent (5%) of any class of our capital stock; (ii) each director; (iii) our Chief Executive Officer, our Chief Financial Officer, and each of our other three most highly compensated executive officers for the year ended December 31, 20172018 (collectively, the “Named Executive Officers”); and (iv) all of our current directors and executive officers as a group.

* Less than 1%

(1)                Unless otherwise noted, percentage ownership is based on 99,001,650104,516,818 shares of our Class A common stock, 744,396 shares of our Class B common stock and 59,700,80156,620,453 shares of our Class C common stock outstanding on April 9, 2018.8, 2019. Restricted stock units vesting within sixty days of April 9, 20188, 2019 are deemed outstanding for purposes of computing the share amount and percentage ownership of the person holding such units, but we do not deem them outstanding for computing the percentage ownership of any other person. Except as otherwise indicated in the footnotes or in the Schedule 13D/A filed by the Voting Group with the SEC on February 16, 2018, theThe person or entity listed has sole voting and dispositive power with respect to the shares that are deemed beneficially owned by such person or entity, subject to community property laws, where applicable.unless otherwise noted below.  Unless otherwise indicated, the address of each person named in the table is c/o Genesis Healthcare, Inc., 101 East State Street, Kennett Square, PA 19348.

(2)                Except as otherwise noted, consists of shares of Class A common stock which the person has a right to acquire upon exchange of Class A Common Units of FC-GEN Operations Investment, LLC (“OP Units”) for one share of Class A common stock and/or conversion of shares of our Class B common stock or Class C common stock.stock at a ratio of 0.00017411 to one. Also includes the following shares of Class A common stock upon the vesting of restricted stock units within 60 days of April 9, 2018:8, 2019:  Messrs. Bloem, DePodesta, Fish, Hartman, McKeon, Reis and Whitman and Ms. Rappuhn, 52,000;68,650; Mr. Hager, 114,667;204,167; Mr. Bach, 49,800;91,126; Mr. DiVittorio, 53,625; Ms.96,433; Dr. Reifsnyder, 39,375;70,509; and the Voting Group, 550,754.Mr. Sherman, 60,633.  In addition, it includes the following number of shares of Class A common stock that the person has a right to acquire upon settlement of restricted stock units that are vested as of April 9, 20188, 2019 but for which settlement has been deferred:  Messrs. DePodesta, Fish and McKeon, 59,802; and111,802; Messrs. Hartman, Reis and Whitman, 40,000.92,000; Messrs. Bloem and Hartman and Ms. Rappuhn, 52,000.

(3)                Giving effect to conversion of all shares of our Class B and Class C common stock and exchange of all OP Units held by the named individual or group, including, in the case of the Voting Group and Messrs. Hager, Hartman and Whitman, all shares of our Class C

common stock and all OP Units held by all members of the Voting Group.group. Also includes shares of our Class A common stock to be issued upon the vesting of restricted stock units within 60 days of April 9, 2018,8, 2019, as detailed above.

(4)                According to the Schedule 13D/A filed by the Voting Group with the SEC on February 16,November 5, 2018 by, among others, Mr. Whitman. Includes sole voting and dispositive power over 31,302 shares of our Class A common stock and shared dispositive power over 27,609,475 shares of our Class A common stock, including other transactions of which we are aware.  The Voting Group is comprised of HCCF Management Group, Inc., a Georgia corporation, HCCF Management Group XI, LLC, a Delaware limited liability company, FC Profit Sharing, LLC, a Delaware limited liability company, Arnold Whitman, Senior Care Genesis, LLC, a Delaware limited liability company, David  Reis, ZAC Properties XI, LLC, a Virginia limited liability company, Steven Fishman, George V. Hager, Jr., the RobertClass C common stock and Debra F. Hartman Family Trust, Midway Gen Capital, LLC, Robert Hartman, Biret Operating LLC, a Delaware limited liability company, Grandview Investors LLC, a Delaware limited liability company, Max Moxi LLC, a New York limited liability company, GRFC Gazelle LLC, a Delaware limited liability company, Gazelle Riverside LLC, a Delaware limited liability company, Gazelle Light LLC, a Delaware limited liability company, Gazelle Herne Hill LLC, a Delaware limited liability company, L Gen Associates, a Delaware partnership, Gazelle Sing LLC, a Delaware limited liability company, Gazelle Costa Brazil LLC, a Delaware limited liability company, Dreyk LLC, a Delaware limited liability company, GHC Class B LLC, a Delaware limited liability company, Sing Investments LLC, a Delaware limited liability company, and Larts Investments LLC, a Delaware limited liability company.  The address of the Voting Group is c/o Formation Capital, LLC, 1671 JFK Boulevard, Suite 545, Philadelphia, PA 19103.OP Units on an as-converted, as-exchanged basis.

(5)                According to the Schedule 13D/A filed by the Voting Group with the SEC on February 16, 2018.November 5, 2018 by, among others, Mr. Neuberger. Includes 10,112,210shared voting and dispositive power over 16,715,826 shares of our Class A common stock, rights to acquire 6,603,616 shares of our Class A common stock and 6,602,466 shares of ourincluding Class C common stock held by limited liability companies of which Mr. Neuberger is the managing member.and OP Units on an as-converted, as-exchanged basis.  The address of Mr. Neuberger is One South Street, 27th Floor, Baltimore, Maryland 21202.

(6)                According to the Schedule 13D/A filed with the SEC on November 5, 2018 by, among others, Mr. Fishman. Includes sole voting and dispositive power over 3,344,608 shares of our Class A common stock, including Class C common stock and OP Units on an as-converted, as-exchanged basis, and shared dispositive power over 13,027,175 shares of our Class A common stock, including Class C common stock and OP Units on an as-converted, as-exchanged basis.

(7)                According to the Schedule 13G/A filed with the SEC on February 14, 2018 by Welltower Inc., a Delaware corporation. The address of Welltower Inc. is 4500 Dorr Street, Toledo, Ohio 43615.

(7)(8)                According to the Schedule 13D filed by Mr. Hager is a member ofReis with the Voting Group. As a result, Mr. Hager may be deemed to be the beneficial owner of all shares of our Class A common stock, rights to acquireSEC on February 28, 2019.  Includes sole voting and dispositive power over 276,198 shares of our Class A common stock and shares of our Class C common stock held by each member of the Voting Group.

(8)                Mr. Hartman is a member of the Voting Group. As a result, Mr. Hartman may be deemed to be the beneficial owner of allshared voting and dispositive power over 8,877,793 shares of our Class A common stock, rightsincluding Class C common stock and OP Units on an as-converted, as-exchanged basis.

(9)                According to acquirethe Schedule 13G/A filed by Mr. Lebowitz with the SEC on February 7, 2019. Includes sole voting and dispositive power over 560,000 shares, shared voting over 4,912,863 shares and shared dispositive power over 5,202,863 shares of our Class A common stock.

(10)         According to the Schedule 13D/A filed with the SEC on November 5, 2018 by, among others, Mr. Hartman and information provided to the company by Mr. Hartman. Includes sole voting and dispositive power over 111,802 shares of our Class A common stock and shares of our Class C common stock held by each member of the Voting Group.

(9)                Mr. Reis is a member of the Voting Group. As a result, Mr. Reis may be deemed to be the beneficial owner of allshared dispositive power over 5,537,945 shares of our Class A common stock, rights to acquire shares of our Class A common stock and shares of ourincluding Class C common stock held by each member of the Voting Group.

(10)         Mr. Whitman is a member of the Voting Group. As a result, Mr. Whitman may be deemed to be the beneficial owner of all shares of our Class A common stock, rights to acquire shares of our Class A common stock and shares of our Class C common stock held by each member of the Voting Group.

(11)        Mr. Hirschfeld resigned from the company effective January 31, 2018.OP Units on an as-converted, as-exchanged basis.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Based solely on a review of copies of such forms received with respect to fiscal year 20172018 and the written representations received from certain reporting persons that no other reports were required, we believe that all directors, executive officers and persons who own more than 10% of our common stock have complied with the reporting requirements of Section 16(a)., other than Mr. Reis, who inadvertently filed two Forms 4 late with respect to distributions made by Senior Care Genesis, LLC on August 18, 2018 and October 18, 2018.

Equity Compensation Plan Information

The following table provides information, as of December 31, 2017,2018, about compensation plans under which shares of our common stock may be issued to employees, consultants or non-employee directors of our board of directors upon exercise of options, warrants or rights.

(a)         Represents restricted stock units covering 9,665,84910,191,699 shares of common stock outstanding as of December 31, 20172018 under the Amended and Restated 2015 Omnibus Equity Incentive Plan of Genesis Healthcare, Inc., or the 2015 Plan.

(b)         No exercise price is payable in connection with the issuance of shares covered by the restricted stock units outstanding as of December 31, 2017.

2018.

(c)          Represents the number of shares that remained available for issuance under the 2015 Plan as of December 31, 2017.2018. As of April 9, 2018, 12,285,1368, 2019, 8,545,487 shares remained available for issuance under such Plan.

OUR EXECUTIVE OFFICERS

The following sets forth biographical information regarding our executive officers (as defined in applicable SEC rules) as of April 26, 2018,2019, other than our Chief Executive Officer, Mr. Hager, whose biographical information is set forth above under “Director Biographical Information.”

Thomas DiVittorio, 49,50, Chief Financial Officer. Mr. DiVittorio has served as our Executive Vice President and Chief Financial Officer since September 2018 and as our Senior Vice President and Chief Financial Officer sincefrom the Combination to September 2018 and he served in the same capacity for Genesis Healthcare LLC from 2008 to 2015. He has served in various corporate finance positions since joiningwith Genesis LLC in 1996. Before becoming Senior Vice President and Chief Financial Officer, Mr. DiVittorio served asHealthcare Corporation from 1996 to 2007, including Vice President, Corporate Controller and Chief Accounting Officer and was responsible for Genesis LLC’s accounting policy, financial reporting and budgeting.Officer. Prior to joining Genesis LLC,Healthcare Corporation, Mr. DiVittorio was employed by KPMG, LLP. Mr. DiVittorio is a certified public accountant.

Paul D. Bach, 59,60, Chief Operating Officer — Genesis HealthCare. Mr. Bach has served as our Chief Operating Officer — Genesis Healthcare since January 1, 2017.  He previously served the company as the Executive Vice President of the Mid-Atlantic/Southeast Division from 2006 through 2016.  From 1997 to 2006, Mr. Bach served the company as the Senior Vice President of the Capital Region.  From 1984 to 1997, Mr. Bach served the company in various roles, including Regional Vice President, Regional Director and Nursing Home Administrator.

Michael S. Sherman, 49,50, Senior Vice President, General Counsel, Secretary and Assistant Treasurer.Mr. Sherman has served as our Senior Vice President, General Counsel, Secretary and Assistant Treasurer since the Combination and he served in the same capacity for Genesis Healthcare LLC from 2009 to 2015. Mr. Sherman previously served as Genesis LLC’sHealthcare Corporation’s Assistant General Counsel from 1997 to1999, as Vice President and Deputy General Counsel, Strategic Development, from 1999 to 2004, and as Senior Vice President, Mergers and Acquisitions, from 2006 until 2009.

JoAnne Reifsnyder, PhD., RN, FAAN, 59,60, Executive Vice President, Clinical Operations, and Chief Nursing Officer.Dr. Reifsnyder has served as our Executive Vice President, Clinical Operations, and Chief Nursing Officer since the Combination and she served as Senior Vice President, Clinical Operations of Genesis Healthcare LLC from 2012 to 2015.  Prior to joining Genesis Healthcare LLC, Dr. Reifsnyder was Senior Vice President of Care Transitions for CareKinesis and Program Director, Health Policy, at Jefferson School of Population Health, and has held numerous other administrative, clinical and academic positions spanning a 35-year career. She was formerly the President of the Board of Directors for the Hospice and Palliative Nurses Association, and currently serves on the Board of the Hospice Foundation of America. She is a member of the American Nurses Association, the American Organization of Nurse Executives, the National Gerontological Nurses Association and Sigma Theta Tau International, the Honor Society of Nursing. Dr. Reifsnyder completed a postdoctoral fellowship in psychosocial oncology at the University of Pennsylvania School of Nursing, and holds a PhD in nursing from the University of Maryland, a Master’s Degree in nursing from Thomas Jefferson University, and a BSN from Holy Family College.College and an MBA from George Washington University. She holds an appointment as Adjunct Assistant professor in the School of Nursing at the University of Pennsylvania. Dr. Reifsnyder was inducted as a Fellow in the American Academy of Nursing in 2015.

EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion & Analysis describes our executive compensation programs for our 20172018 fiscal year Named Executive Officers, who were:

·                  George V. Hager, Jr., Chief Executive Officer;

·                  Thomas DiVittorio, Chief Financial Officer;

·                  Paul Bach, Executive Vice President and Chief Operating Officer;

·                  Daniel Hirschfeld, Executive Vice President and President, Genesis Rehabilitation Services; and

·JoAnne Reifsnyder, PhD, SeniorExecutive Vice President Clinical Operations and Chief Nursing Officer.Officer; and

·                  Michael Sherman, Senior Vice President, General Counsel, Secretary and Assistant Treasurer.

Executive Summary

20172018 Business Results and Achievements

Fiscal 20172018 continued to be a challenging environment for post-acute health care service providers.  We did not achieve our annual bonus plan financial performance target for 2017,2018, although we achieved our financial performance threshold for purposes of the annual bonus plan.  Our 20172018 revenue was $5.4$5.0 billion and our 20172018 Adjusted EBITDAR (see “2017“2018 Executive Compensation Program in Detail — Annual Cash Bonus — 20172018 Performance Objectives and Criteria” for definition) was $632.4$603.9 million, both of which were decreases from 2016.2017.  However, in spite of the challenges that we faced in 2017,achieved several important financial performance milestones during 2018 and we accomplished many of our strategic objectives, as partincluding the divestiture, exiting or closing of our business transformation, including:

·                  Divesting 30 underperforming centers, completely exiting four non-strategic states;

·                  Paying down $100 million of debt; and

·                  Reducing overhead and operating expenses55 facilities, which reduced annual cash lease payments by approximately $50$21.0 million and reduced funded debt by $100.0 million.

20172018 Compensation and Governance Highlights

The Compensation Committee took the following compensation-related actions for fiscal 2017:2018:

·                  Approved an increase in base salaries for our Named Executive Officers in June 2017;

·                  Approved the grant of time-basedperformance-based and performance-basedtime-based restricted stock units in May, 2017 to our Named Executive Officers. TheOfficers in June, 2018;

·                  Approved the 2018 Incentive Compensation Committee determinedPlan (“2018 ICP”) with respect to our Named Executive Officers in June, 2018;

·                  Approved a bonus to each of the amount and terms of these restricted stock units using a “hypothetical” $3.00 stock price,Named Executive Officers in orderDecember 2018 related to avoid excessive dilution, as our stock price was $1.73 at the time of grant and required a 70% increase in the stock price before the first tranche of performance-based units would be eligible to vest; andfinancial performance achieved;

·                  Made preliminary determinations that some, but not all, of the eligibility criteria for the awarding of bonuses under the 2017 Incentive Compensation Plan2018 ICP were achieved, and certain criteria remain under consideration.  As described below, the Compensation Committee has not, as of April 26, 2018,2019, approved the payment of any such bonuses.bonuses; and

·                  Adopted stock ownership guidelines for our Chief Executive Officer.

These actions demonstrate the Compensation Committee’s commitment to aligning executive pay with company performance and shareholder interests.  For additional details regarding these 20172018 compensation actions, please refer to the “2017“2018 Executive Compensation Program in Detail” section below.

We believe our executive compensation program promotes good governance and operates in the best interests of our stockholders.  A summary of certain of our compensation governance practices is as follows:

In determining whether changes should be made to our executive compensation program for 2017,2018, the Compensation Committee took into account the fact that, last year, 98% of the votes cast on our shareholder advisory vote on the compensation of our named executive officers were voted in favor of the proposal, which the Compensation Committee considered to be a strong endorsement of the existing program.

Executive Compensation Program Framework

Compensation Philosophy & Objectives

We believe that compensation should reward performance and attract and retain executives and employees we believe are critical to our success. Our philosophy and approach to compensation is grounded in the following principles:

·                  Competitiveness: provide competitive total compensation opportunities that allow us to attract, retain and motivate critical executive talent;

·                  Performance-based: tie a significant portion of executive compensation to company and individual performance via short- and long-term incentive programs and equity awards; and

·                  Aligned with shareholders:  provide incentives, particularly equity incentives, which align our executives’ and employees’ interests with those of our stockholders, creating an ownership culture focused on building our long-term value.

Our general goal is to provide compensation opportunities that position the company near the 50th percentile of market over time, and targeting a mix of compensation that is balanced, with greater emphasis on variable elements, in particular equity incentives.  We monitor achievement of these strategies and our competitive posture relative to the market through the market review process described below under “The Decision Making Process — Role of Benchmarking and Peer Groups.”

Compensation Program Elements

Our 20172018 executive compensation program contained four main components:

·                  Base salary — fixed pay that takes into account an individual’s duties and responsibilities, experience, expertise and individual performance;

·                  Annual cash bonus — an opportunity to receive variable cash incentive compensation designed to reward attainment of company and individual performance objectives, with target award opportunities expressed as a percentage of base salary;

·                  Long-term equity incentives — restricted stock units, thatwhich vest in part over time and in part based on achievement of stockcompany performance targets, in order to align executive officer and stockholder interests and encourage executive retention during the vesting period; and

·                  Benefits and limited perquisites — including severance benefits, insurance benefits and certain other perquisites.

We believe that the elements of compensation identified above produce a well-balanced mix of security-oriented, retentive and at-risk compensation through base salary, benefits and perquisites and both short- and long-term performance incentives based upon company and individual performance goals. Base salary, benefits and perquisites provide our executives with a measure of security as to the minimum level of remuneration they will receive. The annual cash incentive and long-term equity incentive components are intended to motivate the executive to focus on the business metrics, individual performance and the provision of quality care that will produce a high level of value creation over the long-term. We believe that this approach not only enhances stockholder value, but also reduces the risk that our critical executives will leave us to pursue other opportunities with competitors or otherwise.

Pay Mix

The charts below show that the majority of our Named Executive Officers’ target total direct compensation (TDC), i.e. base salary, target bonuses and annual long-term equity incentives, is variable:  67% for our CEO and an average of 55% for our other Named Executive Officers.

We consideredconsider the following factors when determining the allocation among current and long-term (equity) and cash and non-cash compensation each year: our short and long-term operating objectives, our compensation philosophy, competitive trends within our industry, the dilutive effect of equity grants and the importance of creating a performance-based environment that ties a significant portion of each executive’s compensation to the achievement of company and individual performance targets and increasing stockholder value. When considering a proposed compensation package for an executive or key employee, we consider the compensation package as a whole, as well as each element of total compensation individually.  The level and mix of compensation for our Named Executive Officers is also determined based on the Compensation Committee’s understanding of compensation levels for similar positions in the industry and the marketplace at large.

The Decision Making Process

Role of the Compensation Committee.  The Compensation Committee of our board of directors develops our executive compensation policies and determines the amounts and elements of compensation for our Named Executive Officers.  For most of 2017,2018, the Compensation Committee consisted of onetwo independent director, who served as Chair of the Compensation Committee,directors and threetwo non-independent directors as defined under NYSE rules.  As of February 20, 2019, the Compensation Committee was comprised entirely of independent directors.  The Compensation Committee’s duties and responsibilities include evaluating executive and non-executive compensation plans, policies and programs for us and our subsidiaries. The Compensation Committee works closely with management and the Compensation Committee’s independent consultant to examine the effectiveness of our executive compensation program throughout the year.  The Compensation Committee’s function is described in detail in its charter, which has been approved by our board of directors.

Role of the Compensation Consultant. The Compensation Committee has the authority to engage the services of independent compensation consultants to provide advice in connection with making executive compensation determinations.  In recent years, the company has engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) to conduct compensation reviews and provide advice and, as such, Pearl Meyer is familiar with our industry.  In 2016, the Compensation Committee retained Pearl Meyer to review the compensation of our executive officers, including the Named Executive Officers, and to provide recommendations regarding the compensation of such officers (the “2016 executive compensation review”).  Pearl Meyer

continued to advise the Compensation Committee with regards to compensation decisions made during 2017.2018.  See “Corporate Governance — Committees of the Board of Directors — Compensation Committee”.Committee.”

As necessary and when appropriate, Pearl Meyer interacted with our Chief Executive Officer to provide relevant company and executive compensation data. In addition, from time to time Pearl Meyer sought feedback from the Compensation Committee and our Chief Executive Officer in connection with Pearl Meyer’s work prior to presenting study results or recommendations to the Compensation Committee.

Role of Benchmarking and Peer Groups.  In the 2016 executive compensation review, Pearl Meyer analyzed competitive compensation levels utilizing a peer group of industry competitors that our management, the Compensation Committee and Pearl Meyer had determined to be appropriate because they were similar to us in terms of industry and size. The peer group included companies with retirement/aged care, medical nursing homes, medical outpatient/home medicine, and/or physical therapy/rehabilitation center operations, with comparable enterprise values and revenues. The following companies comprised our peer group for 2016:

Following is a summary of the enterprise values (as of October 31, 2016) and revenues (trailing 12 months as of October 31, 2016) for the peer group relative to the company:

Pearl Meyer obtained data from public filings of the peer group companies for the purposes of evaluating the market competitiveness of our executive compensation.

In addition to peer group data, six published or private compensation surveys were also utilized by Pearl Meyer, and comparisons to survey benchmark positions were made based on the company’s size. Pearl Meyer completed its review in December 2016 and presented its analysis of the company’s executive compensation program relative to peer and survey 25th, 50th and 75th percentile levels. Overall, the company’s target TDC was approximately at the 25th percentile market levels based on the results of the study.

In making compensation decisions, the Compensation Committee considered the peer group analysis and the factors discussed below under “- Role of Management.”

Role of Management. At the request of the Compensation Committee, our Chief Executive Officer was present at Compensation Committee meetings in 20172018 where executive compensation and company, business unit and individual performance were discussed and evaluated.  Executives may provide insight, suggestions or recommendations regarding executive compensation if present during these meetings or at other times. However, compensation decisions for all the Named Executive Officers are made by the Compensation Committee.

To supplement their deliberations and analysis regarding executive compensation, our Chief Executive Officer provided recommendations and input to the Compensation Committee regarding other Named Executive Officers’ compensation, based on his evaluations of the other Named Executive Officers’ performance relative to their individual performance objectives established under our annual performance bonus program and in consideration of other past achievements and other subjective factors.  As part of the Compensation Committee’s discussions with our Chief Executive Officer, the Committee considered the following factors in making its compensation decisions:

·                    the competitive environment for executives of both public and private companies in our industry,

·                    the compensation paid to our officers in prior years to help ensure consistency from year to year,

·                    our acquisitionsdispositions and restructuring over the past few years, and the integration efforts required to consolidate those acquisitions,

·                    the difficult operating conditions during the current economic climate and the resultantresulting reductions in reimbursements,

·                    the amount of dilution resulting from equity awards;

·                    retention risks, and

·                    the performance of the executive officers.

The Compensation Committee will from time to time request that the Chief Executive Officer provide a self-assessment of his performance as well.  The Chief Executive Officer does not participate in the deliberations of the Compensation Committee regarding his own compensation.

20172018 Executive Compensation Program in Detail

Our 20172018 executive compensation program contained four main components: base salary, annual cash bonus, long-term equity incentives and benefits and limited perquisites.

Base Salary

Base salary levels and any adjustments to those levels for each individual Named Executive Officer are reviewed each year by the Compensation Committee, and may be based on factors such as our overall performance, new roles and/or responsibilities assumed by the Named Executive Officer, the performance of the Named Executive Officer’s area of responsibility, the Named Executive Officer’s impact on strategic goals, the length of service with us, whether our employees in general have recently received wage increases, and whether there have been revisions to our compensation philosophy. However, no specific weighting is applied to any one factor and the process ultimately relies on the subjective judgment of the Compensation Committee. The results of the 2016 executive compensation review indicated that base salaries for each of the Named Executive Officers were generally between the 25th and 50th percentiles of market levels.  In June 2017, the Compensation Committee determined that increases to the base salaries of Named Executive Officers were warranted as a result of the company’s performance in spite of the challenging environment and given our competitive positioning and the lack of increases over the past several years.  The Compensation Committee approved increasesdid not adjust the base salaries of approximately 9% to Mr. Hager, 22% to Mr. DiVittorio, 24% to Mr. Bach, 18% to Mr. Hirschfeld and 16% to Ms. Reifsnyder.the Named Executive Officers in 2018.

The table below sets forth the annual base salaries for Named Executive Officers as of December 31, 2017.2018.

Annual Cash Bonus

We believe that annual performance-based cash bonuses play an important role in providing incentives to our executives to achieve near-term performance goals. Our Named Executive Officers were and remain eligible to receive cash bonuses based upon the achievement of certain objectives under our 20172018 Incentive Compensation Plan (“20172018 ICP”).

The Compensation Committee determined the company performance objectives applicable to the executive officers for 20172018 based, in part, on company objectives established as part of the annual operating plan process.process as well as individual performance objectives related to their areas of responsibility. The Compensation Committee works with the Chief Executive Officer to develop the performance goals that are tied to our annual budget planning process and set at levels the Compensation Committee believes are challenging, but reasonable, for management to achieve. In the subsequent year, the Compensation Committee determines the level of achievement for each performance goal, and the resulting bonus levels, after receipt of audited financial statements and any other applicable information. The Compensation Committee also determines if and when any bonuses shall be paid to the executives, depending upon the availability of cash to pay any such bonuses, and other issues at the Compensation Committee’s discretion. In addition, the Committee has the discretion to pay bonuses in cash and/or other forms of consideration, including restricted stock units or other forms of equity.

For 2017, the Compensation Committee  modified the structure of the ICP, including:

·                  Making payouts for the “individual goals” portion of the bonus independent of achieving the Adjusted EBITDAR threshold; and

·                  Implementing a pro-rata payout schedule for “stretch” performance achievement, i.e. performance above the Adjusted EBITDAR target.

20172018 Target Bonus Opportunities.  In March 2017,June 2018, the Compensation Committee approved the 20172018 ICP.  Pursuant to the decision-making process described herein, the Compensation Committee established target cash bonuses for each of the Named Executive Officers that were generally around the 25th percentile of market, with the exception of Mr. Hager, who was between the 25th and 50th percentiles.  The table below sets forth the target bonus opportunities as a percentage of each Named Executive Officer’s base salary in the event that the company achieved its targeted performance objectives for fiscal 20172018 and the respective officer achieved his or her individual goals.  In the event that the company attained at least 90%, but less than 100%, of its targeted Adjusted EBITDAR for fiscal 20172018 (the “EBITDAR Target” discussed below), then the Compensation Committee could approve bonuses on a pro-rated basis, starting at 25% payout for 90% attainment and increasing to 90% payout at 99% attainment.   In addition, the Named Executive Officers were eligible for a total bonus of up to 60% (100% for Mr. Hager) of their respective base salaries in the event that the company exceeded the achievement of the EBITDAR Target.

The table below sets forth the potential cash bonus that could be awarded to each Named Executive Officer under the 20172018 ICP.

20172018 Performance Objectives and Criteria.  For each of the Named Executive Officers, 75% of his or her target bonus was based on the company’s achievement of a specified consolidated Adjusted EBITDAR of $701.0 milliontarget during fiscal 20172018 (the “EBITDAR Target”).  The remaining 25% of the target bonus was based on the achievement of an individual non-financial goal.  The Compensation Committee established the Adjusted EBITDAR target and individual goals which goals included among others increasing the company’s liquidity position and increasing the 5-star ratings for the company’s centers.at a level that it believed would be attainable but that would require a high level of performance.

Adjusted EBITDAR is a non-GAAP measure and is defined as net income or loss before depreciation and amortization expense, interest expense, lease expense, loss (or gain) on extinguishment of debt, other (income) loss, transaction costs, long-lived asset impairment, income tax expense (or benefit) and loss from discontinued operations, as adjusted for (i) the conversion to cash basis leases, (ii) newly acquired or constructed businesses with start-up losses and (iii) other adjustments to provide a supplemental valuation measure.

Analysis of 20172018 Performance Period.   In March 2018,On February 19, 2019, the Compensation Committee reviewed our 20172018 performance and made preliminary determinations that we achieved 90.2%98.0% of our EBITDAR Target, for the year, which exceeded the threshold requirement for the Named Executive Officers being eligible to receive bonuses;bonuses, and that eachsome of the Named Executive Officers other than Mr. Hirschfeld, had achieved their individual goals.  However, certainCertain additional criteria, such as the availability of cash to pay any bonuses, the form (cash or equity) and timing of any bonuses, remain under consideration as of April 26, 2018.2019.  As a result, the Compensation Committee has not yet made a final determination regarding incentive bonuses pursuant to the 2017 ICP, provided, however, that Mr. Hirschfeld is2018 ICP.

December 2018 Cash Bonus.  In December 2018, upon the recommendation by management and based on various factors considered by the Compensation Committee, including cash available to pay bonuses, the Compensation Committee determined to reward each of the Named Executive Officers with a cash bonus in the amounts set forth in the “Bonus” column included in the “Summary Compensation Table” below.  This bonus was for 2018 performance but was not eligible for a bonus duemade pursuant to his resignation from the company.2018 ICP.

Long Term Equity Incentives

We believe that an ownership culture in our company is important to provide our Named Executive Officers with long-term incentives to build value for our stockholders. We believe stock-based awards create such a culture and help to align the interests of our management and employees with the interests of our stockholders, and also provide a retention benefit to us as a result of their vesting features.

Equity Grant Procedures. The Compensation Committee grants equity awards restricted stock units pursuant to the terms of the company’s Amended and Restated 2015 Omnibus Equity Incentive Plan (the “2015 Equity Plan”). The Compensation Committee administers the 2015 Equity Plan and establishes the provisions for all awards granted thereunder, including targeted grant values, vesting schedules and other provisions.  We expect to grant awards to executive officers on an annual basis.  Awards may also be granted to executive officers and eligible employees upon hire, promotion and on an ad hoc basis when deemed appropriate. The Compensation Committee approves all equity awards.

20172018 Equity Award Program.  In May 2017,June 2018, the Compensation Committee approved the 2017 equityrestricted stock unit grants for each Named Executive Officer.  The Compensation Committee established a target equity award value for each of the Named Executive Officers, based upon a percentage of the person’s base salary, and the targetedwhich amounts were generally around the 25th percentile of market levels.

The Committee determined the number of shares to be awarded to the Named Executive Officers by using a “value” approach whereby the target equity award amount was divided by $3.00,$2.40, which was approximately 70%37% higher than the actualaverage sale price per share of $1.73 at that time.company common stock for the prior 40 trading days.  The Committee determined thatto use the higher stock price, which resulted in a substantially lower number of shares awarded, would be more appropriate to use for these purposes in order to avoid excessive dilution.  The table below reflects the amount of equity awards, which were made in the formnumber of restricted stock units that were granted to the Named Executive Officers in 2017.2018.  The vesting and other terms of the awards are described in more detail below.

(1)         The number of units was calculated by dividing the target value by $3.00 per share.  At the time of award, the stock price was $1.73$2.40 per share.

The restricted stock units were granted to the Named Executive Officers on May 30, 2017.  50% of such units were performance-based units and 50% were time-based units.  The performance-based units provide that one-third of such shares will cliff-vest, if at all, on May 30, 2020 if the company’s stock trading price on the NYSE closes at or above each of the thresholds of $3.00, $3.75 and $4.00 for 30 consecutive days prior to May 30, 2020.  Importantly, any units that have not met the price thresholds for vesting by May 30, 2020 will be forfeited.  The time-based restricted stock units granted to those individuals on May 30, 2017 provide that the shares will vest ratably over a three-year period from the date of grant, with one-third vesting on each anniversary of the grant date, generally subject to the grantee’s continued service to the company.

June 6, 2018. The grants were intended to tie a portion of the grantee’s compensation to our financial performance, align the interests of the grantee and our stockholders generally, and provide a meaningful retention incentive to the grantee.  50% of such units were time-based units and 50% were performance-based units.  The time-based restricted stock units granted to those individuals on June 6, 2018 provide that the shares will vest ratably over a three-year period, with one-third vesting on May 15, 2019, 2020 and 2021, generally subject to the grantee’s continued service to the company. The performance-based units included the following performance goals for the Company (“2018 Performance Goals”):

·                  Achieve a specified amount of annual cost reductions relative to the company’s 2018 budget, adjusted for acquisitions and/or divestitures as reasonably determined by the Compensation Committee;

·                  Realize a specified amount of gross proceeds from divestitures associated with inpatient geographic consolidation, the sale of ancillary businesses or the sale of any asset resulting in the repayment of indebtedness;

·                  Attain a specified consolidated net debt / EBITDA ratio; and

·                  Achieve a specified amount of cumulative gains from the Medicare Shared Savings Program.

The performance-based units provide cliff-vesting of the performance units, if at all, on May 15, 2021, provided that the Named Executive remains an employee of the company on May 15, 2001, as follows:

·                  0% if the Company does not achieve any of the 2018 Performance Goals on or before May 15, 2021;

·                  33 1/3% if the Company achieves one of the 2018 Performance Goals on or on or before May 15, 2021;

·                  66 2/3% if the Company achieves two of the 2018 Performance Goals on or on or before May 15, 2021; and

·                  100% if the Company achieves three or four of the 2018 Performance Goals on or on or before May 15, 2021.

The Compensation Committee established the 2018 Performance Goals at a level that it believed would be attainable but that would require a high level of performance. Any units that have not vested because the Company has not achieved the 2018 Performance Goals by May 15, 2021 will be forfeited.

Benefits and Limited Perquisites

The Named Executive Officers are eligible to participate in our benefit plans on the same terms as other employees, including our 401(k) program. In addition, we paid the premiums on a $3.0 million whole life insurance policy on behalf of Mr. Hager and reimbursed certain continuing education expenses of Dr. Reifsnyder.Hager.

Severance and Related Benefits

Each of our Named Executive Officers has an employment agreement with us that provides for severance payments if the executive’s employment is terminated by us without cause or (other than with respect to Mr. Hager) if we decline to extend the executive’s employment term. The

severance benefits are an essential element of our employment agreements with the Named Executive Officers and are intended to assist us in recruiting and retaining talented executives. The amount of severance benefits payable to the Named Executive Officers is described below in more detail under the heading “Potential Payments Upon Termination or Change in Control.”

Each of the Named Executive Officers is generally subject to certain non-compete and non-solicitation obligations following the termination of his or her employment, as provided in his or her respective employment agreement. The post-termination duration of such non-compete and non-solicitation obligations varies by individual, but ranges from one to two years.  The vesting of awards of restricted stock units granted to the Named Executive Officers accelerates in part upon a change in control or death or disability of a Named Executive Officer.  The Chief Executive Officer of the company has discretion over the vesting of a portion of these awards in the event of a retirement. All unvested awards are immediately forfeited upon a termination for cause.

Compensation Policies

Stock Ownership Guidelines

In 2018, our board of directors adopted a stock ownership policy requiring our chief executive officer to hold company common stock having a value at least equal to five times his or her annual base salary within the five years of the date he or she became the chief executive officer or three years from the date the policy was adopted, whichever is later.  The company does not have stock ownership guidelines for its other executive officers.  The company has adopted a

In 2018, our board of directors revised the stock ownership policy requiringfor our non-employee directors.  The revised policy requires our non-employee directors to hold company common stock having a value at least 60,000 shares of company stockequal to five times the annual cash retainer for serving on the board, on an after tax basis, within three years of joiningthe date the policy was revised or five years of the date that the director joined our board, of directors.whichever is later.

Restrictions on Pledging and Hedging

The company has adopted a policy that prohibits directors and executive officers from pledging shares of company securities as collateral, although upon request the company will allow pledges of company securities to non-margin accounts in limited situations.  The company’s policies also prohibit directors and executive officers from entering into hedging transactions involving company securities.

Impact of Tax and Accounting

As a general matter, the Compensation Committee takes into account the various tax and accounting implications of the compensation vehicles employed by us. When determining amounts of long-term incentive grants to executives and employees, the Compensation Committee examines the accounting cost associated with the grants. Under Financial Accounting Standard Boards Accounting Standard Codification Topic 718, “Compensation — Stock Compensation,” or “FASB ASC Topic 718,” grants of restricted stock awards and stock options result in a recognition of a compensation expense, which is taken into account in determining the mix of equity grants to be made to Named Executive Officers.

Prior to the passage of the 2017 federal tax legislation, Section 162(m) of the Internal Revenue Code generally prohibited publicly-traded companies from taking income tax deductions for compensation paid to the chief executive officer and any of the three most highly paid executive officers, other than the chief financial officer, to the extent that annual

compensation exceeded $1 million unless it qualified for an exception, including one for certain performance-based compensation.  While thatThat performance-based compensation exception generally has been repealed for tax years beginning after December 31, 2017, because of the way that the employment of2017.  In determining compensation for our executive officers, of the company is structured followingCompensation Committee considers the Combination, we believe thatextent to which the compensation paid to our Named Executive Officers is deductible, but the Compensation Committee’s primary focus in its compensation decisions will remain on most productively furthering the company’s business objectives and not currently subject toon whether the limitations of Section 162(m) in any event.compensation is deductible.

Recoupment (“Clawback”) Policy

In September 2017, the company adopted a “clawback” policy providing generally that, where the company’s financial statements contain a material error that was the result of fraud, gross negligence or intentional misconduct by a current or former executive officer, the company will require the executive to repay to the company the amount of certain incentive compensation granted after adoption of the policy and paid during the three years preceding the triggering event to the extent the payment was in excess of the amount that would have been paid had the financial statement error not occurred.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with our management. Based on the review and discussions, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.2018.

Summary Compensation Table

The following table sets forth the compensation awarded to, earned by or paid to our Named Executive Officers by us or our subsidiaries during the fiscal years ended December 31, 2018, 2017 2016 and 2015.2016.

(1)               The amounts shown represent the aggregate grant date fair value of the respective equity awards granted in the year indicated (for 2018, the number of shares multiplied by the closing price of our common stock on the NYSE on the date of grant), as computed in accordance with FASB ASC Topic 718.  The grant date fair value of the performance-vested restricted stock units granted in 2016 is based on the probable outcome of the performance criteria calculated in accordance with FASB ASC Topic 718. If performance had been assumed at the maximum level of attainment, the amounts reported would have been: Mr. Hager, $519,000; Mr. DiVittorio, $257,337; Mr. Bach, $257,337; Mr. Hirschfeld, $257,337; and Ms. Reifsnyder, $183,812. For a discussion of the valuation assumptions for the 2017 awards, see Footnote 14, Stock-Based Compensation, to our 2017 consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. For additional information regarding equity awards granted in 2017,2018, including a description of the vesting terms, of the performance-vested restricted stock, see “Compensation Discussion and Analysis — Equity Awards.”

(2)               As explained above (see “Compensation Discussion and Analysis — 20172018 Named Executive Officer Compensation — Annual Cash Bonus”), no non-equity incentive compensation plan amounts have been paid or are currently payable to such Named Executive Officers, but payment may be made to them in the future in amounts determined by the Compensation Committee.

(3)               Consists of premiums paid by the company on a $3.0 million whole life insurance policy on behalf of Mr. Hager.

Grants of Plan-Based Awards

The following table sets forth summary information regarding all grants of plan-based awards made to our Named Executive Officers during fiscal year 2017.2018.