Sonida Senior Living (SNDA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 11, 2026, to be held virtually, with record date set as April 17, 2026.

• Proposals include election of three directors, ratification of auditors, advisory vote on executive compensation, and amendment to the 2019 Omnibus Stock and Incentive Plan.

• Proxy materials are primarily distributed electronically, with options for shareholders to request paper copies.

• Shareholders can vote online, by phone, or by mail, and may revoke proxies at any time before voting.

Voting matters and shareholder proposals

• Election of three directors to serve until 2029.

• Ratification of BDO USA, P.C. as independent auditors for fiscal year ending December 31, 2026.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Approval sought for amendment to increase shares available under the 2019 Omnibus Stock and Incentive Plan from 1,797,600 to 3,197,600.

• Shareholder proposals for the 2027 meeting must be received by December 29, 2026.

Board of directors and corporate governance

• Board consists of nine directors, majority deemed independent under NYSE rules.

• Board divided into three classes with staggered terms; nominees and continuing directors have diverse backgrounds in real estate, healthcare, and finance.

• Investor Rights Agreement allows major shareholders to designate board members and the chairperson, based on ownership thresholds.

• Committees include Audit, Nominating and Corporate Governance, and Compensation, all with independent members.

• Advance resignation policy for directors in uncontested elections.