UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 4, 2019
Capital Senior Living Corporation
(Exact name of registrant as specified in its charter)
Delaware | 1-13445 | 75-2678809 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
14160 Dallas Parkway Suite 300 Dallas, Texas | 75254 | |
(Address of principal executive offices) | (Zip Code) |
(972)770-5600
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.01 per share | CSU | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On December 4, 2019, the Board of Directors (the “Board”) of Capital Senior Living Corporation (the “Company”) unanimously approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), subject to Stockholder Approval (as defined below) that willphase-out the Company’s classified Board structure so that, beginning with the Company’s 2023 annual meeting of stockholders, each member of the Board will be elected to hold office for a term of one year. The Amendment is subject to the requisite approval of the Company’s stockholders (the “Stockholder Approval”), and the Board approved the submission of the Amendment to a vote of the Company’s stockholders at the Company’s 2020 annual meeting of the stockholders. In accordance with applicable Delaware law, the Amendment will also amend the Certificate of Incorporation to provide that, beginning at the Company’s 2023 annual meeting of stockholders (i.e., once the Board is no longer classified if the Stockholder Approval is received), the Company’s directors may be removed with or without cause, and the Board also approved an amendment to the Company’s Second Amended and Restated Bylaws in order to make conforming changes, subject to the Stockholder Approval.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 6, 2019 | Capital Senior Living Corporation | |||||
By: | /s/ Carey P. Hendrickson | |||||
Name: | Carey P. Hendrickson | |||||
Title: | Executive Vice President and | |||||
Chief Financial Officer |