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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) October 22, 2024
Sonida Senior Living, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-13445 | 75-2678809 | |
| (Commission File Number) |
(IRS Employer Identification No.) |
| 14755 Preston Road, | ||
| Suite 810 | ||
| Dallas, Texas | 75254 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(972) 770-5600
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered |
||
| Common Stock | SNDA | 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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 22, 2024, David R. Brickman, Senior Vice President, General Counsel and Secretary of Sonida Senior Living, Inc. (the “Company”), informed the Company that he is resigning to pursue other opportunities, effective as of December 31, 2024. To succeed Mr. Brickman, the Company has appointed Tabitha T. Bailey as the Company’s Senior Vice President and Chief Legal Officer, effective January 1, 2025. For more information about Ms. Bailey, please refer to the Company’s press release referenced below.
In connection with Mr. Brickman’s resignation, the Company and Mr. Brickman have entered into a Separation and Consulting Agreement, dated as of October 22, 2024 (the “Agreement”). Pursuant to the Agreement, Mr. Brickman will receive a separation allowance equal to two times the sum of Mr. Brickman’s base salary and annual bonus paid in the past twelve months, which will be payable in equal installments over a two-year period. The Company will also pay Mr. Brickman his accrued but unpaid time off and any annual incentive bonus for the 2024 calendar year in the amount that Mr. Brickman would have received had Mr. Brickman continued his employment with the Company through the date of payment of any such bonus. In addition, the Company and Mr. Brickman have mutually agreed that he will continue to serve as the Company’s Senior Vice President, General Counsel and Secretary until December 31, 2024. Thereafter, to assist with the transition of his role, the Company and Mr. Brickman will enter into a consulting agreement pursuant to which Mr. Brickman will perform consulting services for the Company for the period beginning on January 1, 2025 and ending on June 30, 2025 (subject to extension upon the mutual written agreement between the Company and Mr. Brickman). The Company will pay Mr. Brickman a consulting fee of $20,000 per month as consideration for such consulting services. Mr. Brickman’s departure is not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
The Agreement also references and contains certain covenants of Mr. Brickman regarding non-competition, non-solicitation of Company employees and customers, confidentiality and use of certain information, non-disparagement, and a release of claims in connection with his employment.
On October 28, 2024, the Company issued a press release announcing the appointment of Ms. Bailey as the Company’s Senior Vice President and Chief Legal Officer and Mr. Brickman’s resignation. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release, dated October 28, 2024 | |
| 104 | Cover Page Interactive Data File-formatted as Inline XBRL. | |
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: October 28, 2024 | Sonida Senior Living, Inc. | |||||
| By: | /s/ Brandon M. Ribar |
|||||
| Name: | Brandon M. Ribar | |||||
| Title: | President and Chief Executive Officer | |||||
Exhibit 99.1
Sonida Announces General Counsel Transition
DALLAS, Texas – October 28, 2024, Sonida Senior Living, Inc. (“Sonida” or the “Company”) (NYSE: SNDA), a leading owner, operator and investor in senior living communities, announced today that Tabitha Bailey will be appointed senior vice president and chief legal officer, effective January 1, 2025, reporting to President and Chief Executive Officer, Brandon Ribar. Ms. Bailey will succeed David Brickman, who will be stepping down from his current role to pursue other opportunities after a distinguished, 32-year career with Sonida. In the interim, Mr. Brickman and Ms. Bailey will be working closely together to ensure a seamless transition. To assist through this period, the Company and Mr. Brickman have entered into a six-month consulting agreement pursuant to which Mr. Brickman will perform consulting services for the Company for the period beginning on January 1, 2025 and ending on June 30, 2025.
As chief legal officer and a member of the executive committee, Ms. Bailey will oversee all legal matters including corporate, transactions, regulatory and compliance. Her history of success with rapidly growing companies and a wide range of M&A and commercial transactions within both public and private markets will be key to Sonida’s inorganic, accretive growth strategy, which aims to further expand and upgrade its portfolio to fully leverage operating scale and efficiencies.
“Tabitha is an incredibly accomplished attorney and dynamic leader who joins Sonida with extensive experience, having aided the successful growth of multiple companies and having led the negotiations and closings of numerous complex deals,” said Ribar. “She is a significant addition to the leadership team as we continue working diligently to scale the business, drive a high-performance culture and achieve greater results for the company and our stakeholders. Her talent and experience positions Sonida for a seamless transition within the crucial legal function.”
“David has been a valued and instrumental team member for more than three decades and has helped steward the Company successfully through many phases, challenges and achievements,” Ribar continued. “He leaves our company and the legal function well-positioned for the future, and we thank him for his significant contributions to Sonida throughout his tenure.”
Ms. Bailey joins Sonida with deep public and private company experience. She was most recently chief legal officer at Avantax, Inc. (formerly NASDAQ: AVTA), successfully completing a $1.2B take-private merger with a private equity owned competitor. Prior to that, she was vice president, general counsel and corporate secretary at TransAtlantic Petroleum Ltd. (formerly NYSE: TAT). Earlier in her career at law firms Haynes and Boone, LLP and subsequently, Akin Gump Strauss Hauer & Feld LLP, she represented public companies listed on the NYSE or NASDAQ and served as lead counsel on numerous public and private securities offerings and M&A transactions.
Ms. Bailey holds a bachelor’s degree in international studies from the University of Mississippi and juris doctorate from Vanderbilt University Law School. She was named 2023 DFW General Counsel of the Year for a Midsized Legal Department by the Association of Corporate Counsel’s DFW Chapter and The Texas Lawbook.
About Sonida
Dallas-based Sonida Senior Living, Inc. is a leading owner, operator and investor in independent living, assisted living and memory care communities and services for senior adults. The Company provides compassionate, resident-centric services and care as well as engaging programming operating 91 senior housing communities in 20 states with an aggregate capacity of approximately 9,500 residents, including 78 communities which the Company owns (including eight communities in which the Company owns varying interests through two separate joint ventures), and 13 communities that the Company manages on behalf of a third-party.
For more information, visit www.sonidaseniorliving.com or connect with the Company on Facebook, X or LinkedIn.
Investor Relations
Jason Finkelstein
IGNITION IR
ir@sonidaliving.com