CNL Healthcare Properties, Inc. 8-K

What Happened

• CNL Healthcare Properties, Inc. (CHTH) held its Annual Meeting on March 6, 2026 and stockholders approved the Transactions under the Agreement and Plan of Merger dated November 4, 2025 between the Company and Sonida Senior Living, Inc. (SNDA). Of 175,274,045 shares outstanding as of the December 30, 2025 record date, 94,135,019 shares (53.7%) were present or represented by proxy (a quorum).
• The vote to approve the Merger Agreement was 90,380,525 For, 1,006,023 Against and 2,748,471 Abstain. Stockholders also elected five director nominees (James M. Seneff, Jr.; Stephen H. Mauldin; J. Chandler Martin; Michael P. Haggerty; J. Douglas Holladay) and ratified PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal 2025.

Key Details

• Shares outstanding (record date): 175,274,045; shares present/represented: 94,135,019 (53.7%).
• Merger vote: For 90,380,525; Against 1,006,023; Abstain 2,748,471.
• Director elections: all five nominees elected (each received ~86.2M For votes with varying Against/Withheld totals).
• Ratification of auditor (PwC) for FY2025: For 89,515,781; Against 654,667; Abstain 3,964,571.

Why It Matters

• Stockholder approval satisfied the vote required under Maryland law to authorize the Transactions, removing a key approval hurdle for the proposed merger with Sonida Senior Living. That approval advances the merger process toward whatever closing conditions and steps remain under the Merger Agreement.
• Electing the five directors (to serve until the 2027 annual meeting or until the Transactions are consummated) and ratifying the auditor provide continuity of governance and formalize the Company’s accounting oversight for fiscal 2025—material items investors watch when a corporate transaction is pending.