UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 25, 2021
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New Senior Investment Group Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or other jurisdiction of incorporation)
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001-36499
(Commission File Number)
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80-0912734
(I.R.S. Employer Identification Number)
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55 West 46th Street,
Suite 2204
New York, New York 10036
(Address of principal executive offices)
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646-822-3700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered:
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Common stock, $0.01 par value per share
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New York Stock Exchange (NYSE)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (17 CFR 230.405) or
Rule 12b-2 under the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 2.02 Results of Operation and Financial Condition.
On February 25, 2021, New Senior Investment Group Inc. (the “Company”) issued a press release announcing the Company’s
results for its fiscal quarter and fiscal year ended December 31, 2020. Copies of the Company’s press release and Company Presentation have been furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K (the “Current
Report”) and are incorporated herein by reference solely for purposes of this Item 2.02 disclosure.
This Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities
Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 21, 2021, Stuart A. McFarland, a member of the Board of Directors (the “Board”) of New Senior Investment
Group Inc. (the “Company”), notified the Company of his intention to retire from the Board, effective as of the Company’s Annual Meeting of Shareholders in May 2021. Mr. McFarland is currently Chairman of the Audit Committee and a member of the
Compensation Committee. Mr. McFarland has indicated that his departure from the Board was not the result of any disagreement with management or the Board.
Virgis W. Colbert, another member of the Board and also a member of the Audit Committee, will also retire from the
Company's Board effective as of the Annual Meeting, which is the end of his term, in accordance with the requirement in our Corporate Governance Guidelines that no director shall stand for re-election after he or she has reached the age of 75.
Following these retirements, after the Annual Meeting the number of directors on the Board will be reduced to seven.
The Company greatly appreciates Mr. McFarland’s and Mr. Colbert’s many contributions to the Board and thanks them both
for their long service to the Company.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 thereunto duly authorized.
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NEW SENIOR INVESTMENT GROUP INC. |
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Date: February 25, 2021
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By:
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/s/ Lori B. Marino |
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Lori B. Marino |
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Executive Vice President, |
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General Counsel and Secretary |
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