Sonida Senior Living (SNDA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 10, 2025, to elect three directors, ratify the appointment of BDO USA, P.C. as independent auditors, and hold an advisory vote on executive compensation.

• Only stockholders of record as of April 21, 2025, are entitled to vote; both common and Series A Convertible Preferred Stockholders are eligible.

• Proxy solicitation is managed by Georgeson LLC for a fee of $8,500, with costs borne by the company.

• Forward-looking statements address risks such as debt obligations, labor market conditions, regulatory compliance, and economic factors.

Voting matters and shareholder proposals

• Proposals include electing three directors, ratifying BDO USA, P.C. as auditors, an advisory vote on executive compensation, and other business.

• Board recommends voting FOR all proposals.

• Stockholder proposals for the 2026 meeting must be received by December 30, 2025.

Board of directors and corporate governance

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

• Board is divided into three classes with staggered terms; nominees for 2025 are Lilly H. Donohue, Benjamin P. Harris, and David W. Johnson.

• Investor Rights Agreement allows major shareholders to designate board members and the chairman.

• Committees include Audit, Nominating and Corporate Governance, and Compensation, all composed of independent directors.

• Board leadership is separated between the CEO and an independent Chairman.