UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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):
November 10, 2022
SUMMIT HEALTHCARE REIT, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 000-52566 | 73-1721791 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
23382 Mill Creek Drive, Suite 125, Laguna Niguel, California 92653
(Address of principal executive offices)
(800) 978-8136
(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 Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act. |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. |
| | ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
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 Rule 12b-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 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 10, 2022, Summit Healthcare REIT, Inc. (the “Company”) held its annual meeting of stockholders. The matters voted upon were (1) the re-election of Messrs. J. Steven Roush and Kent Eikanas and Ms. Suzanne Koenig as directors, and (2) the approval, on a non-binding advisory basis, of compensation paid to the named executive officers.
| (1) | Each of our directors was re-elected to serve for a one-year term expiring in 2023. The final results of the voting were as follows: |
| Nominee | | Votes For | | Votes Against/Withheld | | Broker Non-Votes |
| J. Steven Roush | | 10,763,110 | | 1,278,198 | | 0 |
| Suzanne Koenig | | 10,744,130 | | 1,297,178 | | 0 |
| Kent Eikanas | | 10,746,336 | | 1,294,972 | | 0 |
| (2) | The Company’s stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers. The final results of the voting were as follows: |
| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 9,016,827 | | 1,865,893 | | 1,158,587 | | 0 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | SUMMIT HEALTHCARE REIT, INC. | |
| | | | |
| | By: | /s/ Elizabeth A. Pagliarini | |
| | Name: | Elizabeth A. Pagliarini | |
| | Title: | Chief Financial Officer | |
Dated: November 14, 2022
