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Sabra Health Care REIT (NASDAQ: SBRA) investors approve directors, pay and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sabra Health Care REIT, Inc. held its annual stockholder meeting on June 17, 2026. Stockholders elected seven directors to serve until the 2027 annual meeting and until their successors are elected and qualified.

They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 226,576,585 votes for, 1,648,639 against and 173,917 abstentions. In addition, stockholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 199,568,777 votes for, 7,867,562 against and 355,123 abstentions.

Positive

  • None.

Negative

  • None.
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.
Auditor ratification votes for 226,576,585 votes PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026
Auditor ratification votes against 1,648,639 votes PricewaterhouseCoopers LLP ratification at 2026 annual meeting
Executive compensation votes for 199,568,777 votes Advisory compensation vote for named executive officers
Executive compensation votes against 7,867,562 votes Advisory compensation vote at 2026 annual meeting
Broker non-votes on pay 20,607,679 votes Advisory compensation vote broker non-votes
Votes for director Jeffrey A. Malehorn 206,395,107 votes Election of directors at 2026 annual meeting
Votes against director Richard K. Matros 5,948,753 votes Election of directors at 2026 annual meeting
Annual Meeting financial
"The annual meeting of stockholders of the Company (the “Annual Meeting”) was held on June 17, 2026."
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.
independent registered public accounting firm financial
"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
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.
Advisory Compensation Vote financial
"approved, on an advisory basis, the compensation of the Company’s named executive officers ... (“Advisory Compensation Vote”)."
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes 199,568,777 | 7,867,562 | 355,123 | 20,607,679"
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.
named executive officers financial
"approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the Company’s definitive proxy statement"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Sabra Health Care REIT (SBRA) stockholders approve at the 2026 annual meeting?
Stockholders elected seven directors, ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, and approved on an advisory basis the compensation of named executive officers, reflecting support for the company’s board, auditor choice, and executive pay program.

How did Sabra Health Care REIT (SBRA) stockholders vote on executive compensation?
Stockholders approved the advisory vote on named executive officer compensation, with 199,568,777 votes for, 7,867,562 against and 355,123 abstentions, plus 20,607,679 broker non-votes. This indicates a majority of shares represented supported the company’s disclosed executive pay practices.

What were the auditor ratification results for Sabra Health Care REIT (SBRA)?
Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026. The vote totals were 226,576,585 for, 1,648,639 against and 173,917 abstentions, showing strong overall support for retaining this audit firm for the upcoming fiscal year.

How many directors were elected at Sabra Health Care REIT’s 2026 annual meeting?
Seven directors were elected to the board to serve until the 2027 annual meeting and until their successors are elected and qualified. The directors include Craig A. Barbarosh, Katie Cusack, Michael J. Foster, Lynne S. Katzmann, Ann Kono, Jeffrey A. Malehorn and Richard K. Matros.

Did any Sabra Health Care REIT (SBRA) director nominees face significant opposition?
All seven director nominees received more votes for than against. For example, Jeffrey A. Malehorn received 206,395,107 votes for and 1,254,574 against, while others also had strong support, indicating broad stockholder backing for the current board composition at the 2026 annual meeting.
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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:  
☐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 classTrading symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valueSBRAThe 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).
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.
(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
203,295,0214,352,019144,42220,607,679
Katie Cusack
205,669,6111,508,172613,67920,607,679
Michael J. Foster
201,703,4515,940,779147,23220,607,679
Lynne S. Katzmann
202,722,2194,938,575130,66820,607,679
Ann Kono
205,652,0521,521,149618,26120,607,679
Jeffrey A. Malehorn
206,395,1071,254,574141,78120,607,679
Richard K. Matros
201,695,7775,948,753146,93220,607,679

Auditor Ratification
For
Against
Abstain
Broker Non-Votes
226,576,5851,648,639173,917
—

Advisory Compensation Vote
For
Against
Abstain
Broker Non-Votes
199,568,7777,867,562355,12320,607,679





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.
 
SABRA HEALTH CARE REIT, INC.
Date: June 17, 2026/S/ MICHAEL COSTA
Name: Michael Costa
Title: Chief Financial Officer, Treasurer and
Executive Vice President




Source: View Original Filing on SEC EDGAR

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