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Filed by a Party other than the Registrant o | |
Check the appropriate box: | |
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material under §240.14a‑12 |
NORTHSTAR HEALTHCARE INCOME, INC. | ||
(Name of Registrant as Specified In Its Charter) | ||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
Payment of Filing Fee (Check the appropriate box): x No fee required. | ||
o | Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0-11. | |
(1) | Title of each class of securities to which transaction applies: | |
(2) | Aggregate number of securities to which transaction applies: | |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
(4) | Proposed maximum aggregate value of transaction: | |
(5) | Total fee paid: | |
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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(4) | Date Filed: |
Sincerely, | Sincerely, | |||||||
/s/ RONALD J. JEANNEAULT | ||||||||
Daniel R. Gilbert | Ronald J. Jeanneault | |||||||
Executive Chairman | Chief Executive Officer and President | |||||||
New York, New York |
1) | a proposal to elect as directors the five individuals nominated by our Board of Directors as set forth in the accompanying proxy statement, each to serve until the 2016 annual meeting of stockholders and until his successor is duly elected and qualified; |
2) | a proposal to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015; and |
3) | any other business that may properly come before the annual meeting or any postponement or adjournment of the annual meeting. |
By Order of the Board of Directors, | |
/s/ RONALD J. LIEBERMAN Ronald J. Lieberman Executive Vice President, General Counsel and Secretary |
Page | |||||||||||
1) | a proposal to elect as directors the five individuals nominated by our Board as set forth in this proxy statement, each to serve until the 2016 annual meeting of stockholders and until his successor is duly elected and qualified; |
2) | a proposal to ratify the appointment of Grant Thornton as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015; and |
3) | any other business that may properly come before the annual meeting or any postponement or adjournment of the annual meeting. |
1) | FOR the election of the five individuals nominated by our Board as set forth in this proxy statement, each to serve until the 2016 annual meeting of stockholders and until his successor is duly elected and qualified;
|
2) | FOR the ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2015; and |
3) | in the discretion of the proxy holder, on any other business that properly comes before the annual meeting or any postponement or adjournment thereof. |
• | send written notice of revocation, prior to the date of the annual meeting, to our Secretary, at NorthStar Healthcare Income, Inc., 399 Park Avenue, 18th Floor, New York, New York 10022; |
1) | FOR the election of the five individuals nominated by our Board as set forth in this proxy statement, each to serve until the 2016 annual meeting of stockholders and until his successor is duly elected and qualified; |
2) | FOR the ratification of the appointment of Grant Thornton as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015; and |
3) | in the discretion of the proxy holder, on any other business that properly comes before the annual meeting or any postponement or adjournment thereof. |
Name | Age | |||||||||||
Daniel R. Gilbert | ||||||||||||
57 | ||||||||||||
Daniel J. Altobello | ||||||||||||
Gregory A. Samay | ||||||||||||
Jack F. Smith, Jr. | ||||||||||||
Name | Age | Position | |||||||||||||||
Daniel R. Gilbert | 45 | Executive Chairman | |||||||||||||||
James F. Flaherty III | |||||||||||||||||
Ronald J. Jeanneault | 47 | Chief Executive Officer and President | |||||||||||||||
Douglas W. Bath | Chief Investment Officer | ||||||||||||||||
Debra A. Hess | Chief Financial Officer and Treasurer | ||||||||||||||||
Ronald J. Lieberman | Executive Vice President, General Counsel and Secretary | ||||||||||||||||
| Name | | | Fees Earned or Paid in Cash(1) | | | Stock Awards(2) | | | Total | | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Daniel J. Altobello | | | | $ | 65,000 | | | | | $ | 67,500 | | | | | $ | 132,500 | | | |||
| Gregory A. Samay | | | | | 65,000 | | | | | | 67,500 | | | | | | 132,500 | | | |||
| Jack F. Smith, Jr. | | | | | 75,000 | | | | | | 67,500 | | | | | | 142,500 | | | |||
| Total | | | | $ | 205,000 | | | | | $ | 202,500 | | | | | $ | 407,500 | | | |||
| | | | | | | | | | |
Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | |||||||||
Daniel J. Altobello | $ | 65,000 | $ | 25,000 | $ | 90,000 | ||||||
Gregory A. Samay | 65,000 | 25,000 | 90,000 | |||||||||
Jack F. Smith, Jr. | 75,000 | 25,000 | 100,000 | |||||||||
Total | $ | 205,000 | $ | 75,000 | $ | 280,000 |
(1) | Amounts include annual cash retainers. Fees paid to directors are currently incurred by our Advisor on our behalf and are classified as operating costs to the extent permitted by the 2%/25% Guidelines (as defined herein). See “Certain Relationships and Related Transactions.” |
(2) | The compensation associated with the restricted common stock issued to the directors was based on a price of $10.00 per share. |
Amount and Nature of Beneficial Ownership | |||||||||||||||||||||||
Name and Address of Beneficial Owner | Number | Percentage | |||||||||||||||||||||
Directors and Executive Officers | |||||||||||||||||||||||
Daniel R. Gilbert | — | — | |||||||||||||||||||||
— | — | ||||||||||||||||||||||
Daniel J. Altobello | * | ||||||||||||||||||||||
Gregory A. Samay | * | ||||||||||||||||||||||
Jack F. Smith, Jr. | * | ||||||||||||||||||||||
— | — | ||||||||||||||||||||||
Douglas W. Bath | — | — | |||||||||||||||||||||
Debra A. Hess | — | — | |||||||||||||||||||||
Ronald J. Lieberman | — | — | |||||||||||||||||||||
All directors and executive officers as a group (9 persons) | * |
Less than one percent. |
Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares: (i) “voting power,” which includes the power to vote or to direct the voting of such security; or (ii) “investment power,” which includes the power to dispose of or direct the disposition of such security. A person also is deemed to be a beneficial owner of any securities which that person has a right to acquire within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of securities as to which he or she has no economic or pecuniary interest. |
The address of each of the directors and executive officers is 399 Park Avenue, 18th Floor, New York, New York 10022. |
Includes 6,584 unvested shares of restricted common stock held by each director. |
Plan Category | Number of | Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | Weighted- | Average Exercise Price of Outstanding Options, Warrants, and Rights | Number of Securities | Remaining Available for Future Issuance | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Equity Compensation Plans Approved by Stockholders | — | — | |||||||||||||||||||||||||||
Equity Compensation Plans Not Approved by Stockholders | |||||||||||||||||||||||||||||
Total | — | — |
We have adopted two equity compensation plans: Amended and Restated NorthStar Healthcare Income, Inc. Long-Term Incentive Plan, or the Long-Term Incentive Plan, and the Independent Directors Plan, which operates as a sub-plan of the Long Term Incentive Plan. The maximum number of shares allowed to be issued under the Long-Term Incentive Plan (including the Independent Directors Plan), excluding the initial grant to the independent directors, is 5% of the outstanding shares of our common stock on the date of the grant. |
| | | | Years Ended December 31, | | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Type of Fee | | | 2013 | | | 2012 | | ||||||||
| Audit(1) | | | | $ | 99,800 | | | | | $ | 53,550 | | | ||
| Audit-related | | | | | — | | | | | | — | | | ||
| Tax | | | | | — | | | | | | — | | | ||
| Other | | | | | — | | | | | | — | | | ||
| Total | | | | $ | 99,800 | | | | | $ | 53,550 | | | ||
| | | | | | | |
Years Ended December 31, | ||||||||
Type of Fee | 2014 | 2013 | ||||||
Audit | $ | 367,250 | $ | 126,050 | ||||
Audit‑related (1) | 310,800 | — | ||||||
Tax | — | — | ||||||
Other | — | — | ||||||
Total | $ | 678,050 | $ | 126,050 |
(1) | Includes audit fees paid by our Advisor on our behalf and fees for the audits performed by Grant Thornton required under SEC Rule 3-05. |
By Order of the Board of Directors, | |
/s/ RONALD J. LIEBERMAN Ronald J. Lieberman Executive Vice President, General Counsel and Secretary |