National Healthcare Properties (NASDAQ: NHP) details 2026 shareholder meeting results

Rhea-AI Filing Summary

National Healthcare Properties, Inc. reported results of its 2026 annual stockholder meeting. Stockholders present in person or by proxy held 14,327,574 common shares out of 28,412,183 entitled to vote, representing approximately 50.42% of voting power, which established a quorum.

All six director nominees — Leslie D. Michelson, Scott W. Humphrey, Elizabeth K. Tuppeny, B.J. Penn, Edward M. Weil, Jr. and Michael Anderson — were elected to serve until the 2027 annual meeting. Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026.

In advisory votes, stockholders approved the resolution on the compensation of named executive officers and supported holding this advisory vote every year. Based on these results, the board determined that say-on-pay advisory votes will be held annually until at least the 2032 annual meeting.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares represented at meeting: 14,327,574 shares Shares entitled to vote: 28,412,183 shares Voting power represented: 50.42% +5 more

8 metrics

Shares represented at meeting 14,327,574 shares Common stock present in person or by proxy at 2026 annual meeting

Shares entitled to vote 28,412,183 shares Common stock issued, outstanding and entitled to vote at 2026 meeting

Voting power represented 50.42% Percentage of shares entitled to vote represented at 2026 annual meeting

Auditor ratification – For 13,649,192 shares Votes for ratifying PwC as auditor for year ending December 31, 2026

Say-on-pay – For 4,153,701 shares Votes for advisory approval of named executive officer compensation

Say-on-pay frequency – One year 4,588,573 shares Votes supporting annual say-on-pay advisory vote frequency

Broker non-votes on director election 8,720,592 shares Broker non-votes recorded on each director nominee proposal

Meeting frequency horizon 2032 Next required vote on say-on-pay frequency no later than 2032 meeting

Key Terms

broker non-votes, non-binding advisory resolution, independent registered public accounting firm, frequency of the non-binding advisory resolution, +1 more

5 terms

broker non-votes financial

"Nominee | For | Withhold | Broker Non-Votes Michael Anderson | 4,891,027 | 715,955 | 8,720,592"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory resolution financial

"approved the non-binding advisory resolution regarding the compensation of the Company’s named executive officers"

A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

frequency of the non-binding advisory resolution financial

"voted for “one year” as the frequency of the non-binding advisory resolution approving the compensation"

Inline XBRL technical

"Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

FALSE000156103200015610322026-05-152026-05-150001561032us-gaap:CommonClassAMember2026-05-152026-05-150001561032hct:SeriesACumulativeRedeemablePerpetualPreferredStockMember2026-05-152026-05-150001561032hct:SeriesBCumulativeRedeemablePerpetualPreferredStockMember2026-05-152026-05-15

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): May 15, 2026

National Healthcare Properties, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland

001-39153

38-3888962

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

540 Madison Ave., 27th Floor

New York, NY 10022

__________________________________________________________________________________________________________________________________________________________________________

(Address, including zip code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (332) 258-8770

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

Class A common stock, $0.01 par value per share

NHP

The Nasdaq Global Market

7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share

NHPAP

The Nasdaq Global Market

7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share

NHPBP

The Nasdaq Global Market

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 5.07. Submission of Matters to a Vote of Security Holders.

At the 2026 annual meeting of stockholders (the “Annual Meeting”) of National Healthcare Properties, Inc. (the “Company”) held on May 15, 2026, there were present, in person or by proxy, stockholders holding an aggregate of 14,327,574 shares of the Company’s common stock, out of a total number of 28,412,183 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting, representing approximately 50.42% of the shares entitled to be voted.

At the Annual Meeting, the Company’s stockholders: (i) elected each of Leslie D. Michelson, Scott W. Humphrey, Elizabeth K. Tuppeny, B.J. Penn, Edward M. Weil, Jr. and Michael Anderson, as director, to serve until the Company’s 2027 annual meeting of stockholders and until his or her successor is duly elected and qualifies; (ii) ratified the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026; (iii) approved the non-binding advisory resolution regarding the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement filed with the SEC on March 31, 2026 (the “Proxy Statement”) for the Annual Meeting; and (iv) voted for “one year” as the frequency of the non-binding advisory resolution approving the compensation of the Company’s named executive officers. The proposals are described in detail in the Proxy Statement. No other proposals were considered or submitted or voted upon at the Annual Meeting.

The final results of the matters voted on at the Annual Meeting are set forth below:

Proposal 1- Election of Directors:

Nominee			For			Withhold			Broker Non-Votes
Michael Anderson			4,891,027			715,955			8,720,592
Leslie D. Michelson			4,764,872			842,110			8,720,592
Scott W. Humphrey			4,919,345			687,637			8,720,592
Elizabeth K. Tuppeny			4,769,358			837,624			8,720,592
B.J. Penn			4,748,257			858,725			8,720,592
Edward M. Weil, Jr.			4,832,620			774,362			8,720,592

Proposal 2 - Ratification of the Appointment of PwC as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2026:

For			Against			Abstain			Broker Non-Votes
13,649,192			332,687			345,695			—

Proposal 3 - Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the Proxy Statement for the Annual Meeting:

For			Against			Abstain			Broker Non-Votes
4,153,701			1,011,880			441,401			8,720,592

Proposal 4 - Approval of a non-binding resolution on the frequency of the non-binding advisory resolution approving the compensation of the Company’s named executive officers:

One Year			Two Years			Three Years			Abstain
4,588,573			130,935			206,195			681,279

Based on these advisory vote results, the Company’s Board of Directors has determined that the Company will hold a stockholder non-binding advisory vote on compensation of the Company’s named executive officers every year until the next required vote on the frequency of future executive compensation votes, which is required to occur no later than the Company’s Annual Meeting of Stockholders in 2032.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the 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.

			NATIONAL HEALTHCARE PROPERTIES, INC.
Date: May 15, 2026			By:			/s/ Andrew T. Babin
						Andrew T. Babin Chief Financial Officer and Treasurer

FAQ

What did National Healthcare Properties (NHP) stockholders approve at the 2026 annual meeting?

Stockholders elected all six director nominees, ratified PwC as auditor, and approved executive pay. They also supported holding the advisory vote on named executive officer compensation every year, guiding the board’s determination on future say-on-pay frequency.

How many National Healthcare Properties (NHP) shares were represented at the 2026 meeting?

Stockholders representing 14,327,574 common shares were present in person or by proxy. This was out of 28,412,183 shares issued, outstanding, and entitled to vote, meaning approximately 50.42% of voting power was represented, establishing a valid quorum.

Who was elected to the National Healthcare Properties (NHP) board in 2026?

Six directors were elected: Leslie D. Michelson, Scott W. Humphrey, Elizabeth K. Tuppeny, B.J. Penn, Edward M. Weil, Jr., and Michael Anderson. Each will serve until the 2027 annual meeting and until a successor is duly elected and qualifies.

Which audit firm did National Healthcare Properties (NHP) stockholders ratify for 2026?

Stockholders ratified PricewaterhouseCoopers LLP (PwC) as independent registered public accounting firm for 2026. The ratification vote received 13,649,192 shares for, 332,687 against, and 345,695 abstentions, with no broker non-votes reported for this proposal.

How did National Healthcare Properties (NHP) stockholders vote on executive compensation in 2026?

Stockholders approved the non-binding advisory resolution on named executive officer compensation. The vote was 4,153,701 shares for, 1,011,880 against, and 441,401 abstaining, with 8,720,592 broker non-votes recorded on this say-on-pay proposal.

What say-on-pay frequency did National Healthcare Properties (NHP) stockholders prefer?

Stockholders most strongly supported an annual say-on-pay vote. The frequency vote results were 4,588,573 shares for one year, 130,935 for two years, 206,195 for three years, and 681,279 abstaining, leading the board to adopt an annual advisory vote schedule until at least 2032.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 29.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 17.0 KB