CNL Healthcare (CHTH) investors back merger plan and elect board

Rhea-AI Filing Summary

CNL Healthcare Properties, Inc. reported results from its Annual Meeting of Stockholders held on March 6, 2026. Stockholders approved the merger-related transactions under the November 4, 2025 Agreement and Plan of Merger, with 90,380,525 votes for, 1,006,023 against, and 2,748,471 abstaining.

The company achieved a quorum, as 94,135,019 shares (53.7%) of the 175,274,045 common shares outstanding as of December 30, 2025 were represented. All five director nominees were elected to serve until the 2027 Annual Meeting or until the transactions are consummated, and PricewaterhouseCoopers LLP was ratified as independent auditor for the year ending December 31, 2025.

Positive

• Stockholders approved the merger transactions under the November 4, 2025 Agreement and Plan of Merger with 90,380,525 votes for and 1,006,023 against, clearing a key requirement under Maryland law.
• All five director nominees were elected and PricewaterhouseCoopers LLP was ratified as auditor for the year ending December 31, 2025, signaling broad stockholder support for current leadership and oversight.

Negative

• None.

Insights

M&A and corporate governance analyst

Shareholders approved merger transactions and routine governance items.

Stockholders of CNL Healthcare Properties, Inc. approved the merger-related transactions defined in the November 4, 2025 Agreement and Plan of Merger. The vote was strongly in favor, with 90,380,525 votes supporting the transactions versus 1,006,023 against and 2,748,471 abstentions.

The meeting had a solid quorum, with 94,135,019 shares, or 53.7% of the 175,274,045 shares outstanding as of December 30, 2025, present or represented by proxy. All five director nominees were elected, and PricewaterhouseCoopers LLP was ratified as auditor, indicating broad support for existing governance and the merger path.

The approval satisfies the Maryland law requirement that a majority of all votes entitled to be cast support the transactions. Completion of the merger now depends on remaining conditions in the merger agreement and subsequent steps, which may be detailed in future company communications or filings.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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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): March 6, 2026

CNL Healthcare Properties, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland		000-54685		27-2876363
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

450 South Orange Ave.

Orlando, Florida 32801

(Address of Principal Executive Offices; Zip Code)

Registrant’s telephone number, including area code: (407) 650-1000

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:

☐ 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 Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07 Submission of Matters to a Vote of Security Holders.

On March 6, 2026, CNL Healthcare Properties, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at its principal offices in Orlando, Florida. Of the 175,274,045 shares of the Company’s common stock that were issued and outstanding as of December 30, 2025, the record date, and entitled to vote at the Annual Meeting, a total of 94,135,019 shares (53.7%) were present in person or represented by proxy at the Annual Meeting, constituting a quorum for the transaction of business.

At the Annual Meeting, the stockholders (i) approved the transactions (the “Transactions”) contemplated by and in accordance with the terms of the Agreement and Plan of Merger, dated as of November 4, 2025 (as amended from time to time, the “Merger Agreement”), by and among the Company, Sonida Senior Living, Inc. (“SNDA”), SSL Sparti LLC, a wholly owned subsidiary of SNDA (“Holdco”), SSL Sparti Property Holdings Inc., a wholly owned subsidiary of Holdco (f/k/a Sparti Merger Sub, Inc.), and CHP Merger Corp., a wholly owned subsidiary of the Company, (ii) elected all five (5) of the nominees, as listed below, to serve on the board of directors of the Company until the 2027 Annual Meeting of Stockholders and until their successors shall have been duly elected and qualify, or until the Transactions are consummated, and (iii) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2025. As there were sufficient votes to approve the Transactions, the proposal to adjourn the Annual Meeting was not presented for a vote.

Under Maryland law, the vote necessary to approve the Transactions is the affirmative vote of the holders of shares of the Company’s common stock entitled to cast a majority of all votes entitled to be cast on the matter. Any abstentions or failures to vote, including broker non-votes, had the same effect as a vote against the approval of the transactions.

Under the Company’s Third Articles of Amendment and Restatement and bylaws, the vote necessary for the election of directors and the ratification of PricewaterhouseCoopers LLP is a majority of the votes cast at the meeting at which a quorum is present. Broker non-votes are not counted as votes cast, and accordingly, for the election of directors, broker non-votes had no effect on the results of the election. With respect to the vote on the proposal to ratify PricewaterhouseCoopers LLP, abstentions are not counted as votes cast, and accordingly, had no effect on the results of the vote to ratify PricewaterhouseCoopers LLP.

The voting results, as certified in the Final Report of the Inspectors of Election, are as follows:

I. The vote to approve the Transactions in accordance with the terms of the Merger Agreement, was:

For		Against		Abstain
90,380,525		1,006,023		2,748,471

II. The vote to elect five directors of the Company, for a term expiring at the 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until the Transactions are consummated, was:

Director Nominees		For		Against		Withheld		Broker Non-Votes
James M. Seneff, Jr.		86,169,007		1,764,040		6,201,972		—
Stephen H. Mauldin		86,192,979		1,668,981		6,273,059		—
J. Chandler Martin		86,281,400		1,563,319		6,290,300		—
Michael P. Haggerty		86,358,989		1,480,666		6,295,364		—
J. Douglas Holladay		86,202,741		1,603,607		6,328,671		—

III. The vote on the ratification of PricewaterhouseCoopers LLP, as the Company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2025, was:

For		Against		Abstain
89,515,781		654,667		3,964,571

No other business was transacted at the Annual Meeting.

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.

Dated: March 6, 2026						CNL HEALTHCARE PROPERTIES, INC.
						a Maryland corporation
				By:		/s/ Ixchell C. Duarte
						Ixchell C. Duarte
						Chief Financial Officer and Treasurer

FAQ

What merger transactions did CNL Healthcare Properties (CHTH) stockholders approve?

Stockholders approved the transactions contemplated by the November 4, 2025 Agreement and Plan of Merger among CNL Healthcare Properties, Sonida Senior Living, SSL Sparti LLC, SSL Sparti Property Holdings Inc., and CHP Merger Corp., clearing a key requirement for the planned combination to proceed.

How strong was stockholder support for the CNL Healthcare (CHTH) merger transactions?

Support was strong, with 90,380,525 votes for the transactions, 1,006,023 votes against, and 2,748,471 abstentions. Under Maryland law, approval required an affirmative majority of all votes entitled to be cast, and this threshold was exceeded at the Annual Meeting.

Did CNL Healthcare Properties (CHTH) have a quorum at its March 6, 2026 Annual Meeting?

Yes. A total of 94,135,019 shares, or 53.7% of the 175,274,045 common shares outstanding as of the December 30, 2025 record date, were present in person or by proxy, satisfying quorum requirements for conducting business and voting on proposals.

Were CNL Healthcare (CHTH) director nominees elected at the 2026 Annual Meeting?

All five director nominees—James M. Seneff, Jr., Stephen H. Mauldin, J. Chandler Martin, Michael P. Haggerty, and J. Douglas Holladay—were elected. Each received over 86 million votes for, with relatively small numbers of votes against or withheld and no broker non-votes reported.

Who was ratified as CNL Healthcare Properties (CHTH) independent auditor for 2025?

Stockholders ratified PricewaterhouseCoopers LLP as the company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2025, with 89,515,781 votes for, 654,667 against, and 3,964,571 abstentions recorded at the Annual Meeting.

Was the proposal to adjourn CNL Healthcare’s (CHTH) Annual Meeting voted on?

No. Because there were sufficient votes to approve the merger transactions at the Annual Meeting, the separate proposal to adjourn the meeting, if necessary to solicit additional votes, was not presented for a stockholder vote and therefore was not acted upon.

Filing Exhibits & Attachments

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