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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): June 17, 2026
SABRA HEALTH CARE REIT, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Maryland | | 001-34950 | | 27-2560479 |
(State of
Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | | | | | | | | | | | | | | | | | | | | | |
| 1781 Flight Way | | | | Tustin | | CA | | 92782 |
| (Address of principal executive offices) | | | | | | | | (Zip Code) |
Registrant's telephone number including area code: (888) 393-8248
(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:
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| ☐ | 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)) |
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| ☐ | 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 symbol(s) | Name of each exchange on which registered |
| Common stock, $0.01 par value | SBRA | The Nasdaq Stock Market LLC |
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).
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. ☐
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) The annual meeting of stockholders of the Company (the “Annual Meeting”) was held on June 17, 2026.
(b) At the Annual Meeting, the Company’s stockholders (i) elected the seven nominees identified in the table below to the Board of Directors of the Company to serve until the Company’s 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified (“Election of Directors”), (ii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Auditor Ratification”) and (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2026 (“Advisory Compensation Vote”). Set forth below are the final voting tallies for the Annual Meeting:
Election of Directors | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For | | Against | | Abstain | | Broker Non-Votes |
Craig A. Barbarosh | | 203,295,021 | | 4,352,019 | | 144,422 | | 20,607,679 |
Katie Cusack | | 205,669,611 | | 1,508,172 | | 613,679 | | 20,607,679 |
Michael J. Foster | | 201,703,451 | | 5,940,779 | | 147,232 | | 20,607,679 |
Lynne S. Katzmann | | 202,722,219 | | 4,938,575 | | 130,668 | | 20,607,679 |
Ann Kono | | 205,652,052 | | 1,521,149 | | 618,261 | | 20,607,679 |
Jeffrey A. Malehorn | | 206,395,107 | | 1,254,574 | | 141,781 | | 20,607,679 |
Richard K. Matros | | 201,695,777 | | 5,948,753 | | 146,932 | | 20,607,679 |
Auditor Ratification
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes | |
| 226,576,585 | | 1,648,639 | | 173,917 | | — | |
Advisory Compensation Vote
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes | |
| 199,568,777 | | 7,867,562 | | 355,123 | | 20,607,679 | |
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.
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| SABRA HEALTH CARE REIT, INC. |
| |
| Date: June 17, 2026 | /S/ MICHAEL COSTA |
| Name: | | Michael Costa |
| Title: | | Chief Financial Officer, Treasurer and
Executive Vice President |