Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Arrangements of Certain Officers.
(d) Election of Directors. On November 23, 2020, New Senior Investment Group Inc. announced that its Board of Directors (the “Board”) has elected Norman K. Jenkins as a director, effective immediately.
The election of Mr. Jenkins furthers the Board’s overall refreshment and diversity goals to maintain a board that, taken as a whole, has the best combination of knowledge, skills, experience and perspectives to provide comprehensive and effective oversight of the Company and support the Company’s strategic goals, as well as the knowledge, ability and independence to deliver the high standard of governance expected by the Company’s stockholders.
This election is the first step of what is intended to be a multi-step refreshment plan.
Mr. Jenkins will serve as a Class I Director with a term expiring at the 2021 annual meeting of stockholders. Mr. Jenkins will receive the standard annual Board compensation for non-employee directors for 2020. In connection with this election, the Board increased its size to eight members.
The Board also considered the independence of Mr. Jenkins under the New York Stock Exchange listing standards and the Company's corporate governance principles and concluded that Mr. Jenkins is an independent director under the applicable standards. The Board appointed Mr. Jenkins to serve as a member of the Audit Committee.
There are no arrangements or understandings between Mr. Jenkins and any other person pursuant to which Mr. Jenkins was elected as a director. As of the date of his election, neither Mr. Jenkins nor any of his immediate family members has not entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Jenkins’ election to the Board is attached as Exhibit 99.1 hereto and incorporated into this Current Report on Form 8-K by reference.