National Healthcare Properties Inc.
05/15/2026 | Press release | Distributed by Public on 05/15/2026 14:39
Proxy Results (Form 8-K)
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2026 annual meeting of stockholders (the "Annual Meeting") of National Healthcare Properties, Inc. (the "Company") held on May 15, 2026, there were present, in person or by proxy, stockholders holding an aggregate of 14,327,574 shares of the Company's common stock, out of a total number of 28,412,183 shares of the Company's common stock issued and outstanding and entitled to vote at the Annual Meeting, representing approximately 50.42% of the shares entitled to be voted.
At the Annual Meeting, the Company's stockholders: (i) elected each of Leslie D. Michelson, Scott W. Humphrey, Elizabeth K. Tuppeny, B.J. Penn, Edward M. Weil, Jr. and Michael Anderson, as director, to serve until the Company's 2027 annual meeting of stockholders and until his or her successor is duly elected and qualifies; (ii) ratified the appointment of PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm for the year ending December 31, 2026; (iii) approved the non-binding advisory resolution regarding the compensation of the Company's named executive officers as disclosed in the Company's definitive proxy statement filed with the SEC on March 31, 2026 (the "Proxy Statement") for the Annual Meeting; and (iv) voted for "one year" as the frequency of the non-binding advisory resolution approving the compensation of the Company's named executive officers. The proposals are described in detail in the Proxy Statement. No other proposals were considered or submitted or voted upon at the Annual Meeting.
The final results of the matters voted on at the Annual Meeting are set forth below:
Proposal 1- Election of Directors:
| Nominee | For | Withhold | Broker Non-Votes | ||||||||
| Michael Anderson | 4,891,027 | 715,955 | 8,720,592 | ||||||||
| Leslie D. Michelson | 4,764,872 | 842,110 | 8,720,592 | ||||||||
| Scott W. Humphrey | 4,919,345 | 687,637 | 8,720,592 | ||||||||
| Elizabeth K. Tuppeny | 4,769,358 | 837,624 | 8,720,592 | ||||||||
| B.J. Penn | 4,748,257 | 858,725 | 8,720,592 | ||||||||
| Edward M. Weil, Jr. | 4,832,620 | 774,362 | 8,720,592 | ||||||||
Proposal 2 - Ratification of the Appointment of PwC as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2026:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 13,649,192 | 332,687 | 345,695 | - | ||||||||
Proposal 3 - Approval of a non-binding advisory resolution approving the compensation of the Company's named executive officers as disclosed in the Proxy Statement for the Annual Meeting:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 4,153,701 | 1,011,880 | 441,401 | 8,720,592 | ||||||||
Proposal 4 - Approval of a non-binding resolution on the frequency of the non-binding advisory resolution approving the compensation of the Company's named executive officers:
| One Year | Two Years | Three Years | Abstain | ||||||||
| 4,588,573 | 130,935 | 206,195 | 681,279 | ||||||||
Based on these advisory vote results, the Company's Board of Directors has determined that the Company will hold a stockholder non-binding advisory vote on compensation of the Company's named executive officers every year until the next required vote on the frequency of future executive compensation votes, which is required to occur no later than the Company's Annual Meeting of Stockholders in 2032.
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