Current Report Filing (8-k)

0001610114FalseNew York Stock Exchange12/3100016101142021-04-262021-04-2600016101142021-12-312021-12-31

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): April 26, 2021

 

New Senior Investment Group Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-36499

80-0912734

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

55 West 46th Street, Suite 2204
New York			New York			10036
(Address of principal executive offices)

(646)			822-3700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report) 

Check the appropriate box below if the Form 8-K 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:			Name of each exchange on which registered:
Common stock, $0.01 par value per share			SNR			New York Stock Exchange (NYSE)

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.  o

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Item 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 26, 2021, the Company’s Board of Directors (the “Board”) restated the Company’s Amended and Restated Bylaws (as so restated, the “Bylaws”), to adopt the title of Chair in place of Chairman while allowing flexibility to utilize the term of choice, and also to make additional revisions to remove gender designations in the Bylaws. The Bylaws also include certain clerical and conforming updates.

The foregoing description of the revisions to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.3 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d)    Exhibits    

Exhibit No.        Description                                        

3.3            Amended and Restated Bylaws of New Senior Investment Group Inc.

104            Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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 thereunto duly authorized.

 

NEW SENIOR INVESTMENT GROUP INC.

Date: April 27, 2021

By:

/s/ Lori B. Marino

Lori B. Marino

Executive Vice President, General Counsel & Secretary

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