Sonida Senior Living stockholders approve equity plan share increase and officer exculpation charter amendment

On June 16, 2023, following receipt of stockholder approval at the Company’s Annual Meeting, the Company filed an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State to allow the Company to exculpate certain officers from liability for breach of the duty of care in certain actions.

Proposal 3 - Advisory Vote on Executive Compensation - The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement in accordance with the compensation disclosure rules of the SEC. The voting results were 6,506,697 shares “FOR,” 508,538 shares “AGAINST,” 3,277 abstentions, and 310,446 broker non-votes.

Proposal 6 - Amendment to the Company’s Certificate of Incorporation - The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to allow the Company to exculpate certain officers from liability for breach of the duty of care in certain actions. The voting results were 5,977,539 shares “FOR,” 1,039,904 shares “AGAINST,” 1,069 abstentions, and 310,446 broker non-votes.

Proposal 1 - Election of Directors - The Company’s stockholders elected Brandon M. Ribar, Noah R. Beren and Shmuel S.Z. Lieberman to each serve as a director of the Company for three-year terms expiring at the Company’s annual meeting of stockholders to be held in 2026. The voting results for each of these individuals were as follows: Director Votes “FOR” Votes “WITHHELD” Broker Non-Votes Brandon M. Ribar 6,519,414 499,098 310,446 Noah R. Beren 6,493,263 525,249 310,446 Shmuel S.Z. Lieberman 6,513,112 505,400 310,446

Proposal 5 - Amendment to the Company’s 2019 Omnibus Stock and Incentive Plan - The Company’s stockholders approved an amendment to the Company’s the 2019 Plan to (i) increase the number of shares of common stock that the Company may issue under such plan from 797,600 shares to 1,297,600 shares and (ii) remove the limitation on the maximum number of shares of common stock with respect to which awards may be granted to any one participant during any calendar year. The voting results were 5,960,270 shares “FOR,” 1,057,404 shares “AGAINST,” 838 abstentions, and 310,446 broker non-votes.

Proposal 2 - Ratification of the Appointment of the Company’s Independent Auditors - The Company’s stockholders ratified the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023. The voting results were 7,266,735 shares “FOR,” 44,459 shares “AGAINST,” and 17,764 abstentions.

Proposal 4 - Advisory Vote on Frequency of an Advisory Vote on Executive Compensation - The Company’s stockholders approved, on an advisory (non-binding) basis, the option of “EVERY ONE YEAR” as the preferred frequency for advisory votes on executive compensation. The voting results were 6,892,265 shares for the option of “EVERY ONE YEAR,” 171 shares for the option of “EVERY TWO YEARS,” 39,304 shares for the option of “EVERY THREE YEARS,” 86,772 abstentions, and 310,446 broker non-votes.