Sabra Health Care REIT, Inc. (SBRA) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Sabra Health Care REIT, Inc. Annual Meeting. [Operator Instructions] It is now my pleasure to introduce Chief Executive Officer and Chairman of the Board, Rick Matros.

Thank you very much, and welcome, everybody. We're holding today's annual meeting virtually due to the public health concerns of COVID-19 and to support the health and well-being of our stockholders, employees, directors, and communities. The agenda for the meeting is displayed on the virtual meeting portal, along with a link to the rules of procedure for the meeting. Also present at today's meeting are our executive officers and directors: Harold Andrews, Talya Nevo-Hacohen, and Mike Costa. And our Board of Directors is also present: Lynne Katzmann, Bob Ettl, Mike Foster, Milt Walters, Ronald Geary, Ray Lewis and Craig Barbarosh. And I think that's who we have today. Also present in today's meeting is Renee Sarria, a partner of the accounting for Pricewaterhousecoopers LLP, Sabra's independent registered public accounting firm. This meeting will consist of the formal business of the Annual Meeting of Stockholders, as outlined in the agenda. If you have any questions during this meeting about one of the matters in the agenda to be voted on during this meeting, please submit them in the space provided on the virtual meeting portal. We will answer any questions on matters in the agenda to be voted on before the voting is closed. Any other questions can be submitted to Sabra separately by contacting Investor Relations at [email protected]. Mr. Andrews, as Secretary of the company, please report on the mailing of proxy materials, number of shares represented at the meeting and whether a quorum is present.

I present an affidavit of Broadridge Financial Solutions that notice of this meeting was given to all common stockholders of record commencing on April 27, 2020. On the record date of April 20, 2020, there were 205,559,356 shares of common stock outstanding and entitled to vote at this meeting. Stockholders holding at least a majority of these outstanding shares entitled to vote are present at this meeting or presented by proxy.

Thank you very much. I declare that a quorum is present and meeting is duly convened, and I now call the meeting to order. The company has appointed Michael Costa as inspector of election. If you've already submitted a proxy by telephone, Internet or mail to authorize how your shares will be voted at today's meeting, your vote is already in and counted. If you have not already submitted your proxy or if you desire to revoke your prior proxy and want to vote today, please follow the instructions available on the virtual meeting portal to vote your shares today. I will now proceed with introducing each of the items of business at today's meeting. The first item for business is the election of 9 directors to serve a term that expires at the Annual Meeting of Stockholders in 2021. The Board of Directors has nominated Mr. Barbarosh, Mr. Ettl, Mr. Foster, Mr. Geary, Ms. Katzmann, Mr. Lewis, Mr. Malehorn, Mr. Walters and myself for election. Because no other nominations were received in accordance with the advanced notice provisions of Sabra's bylaws, all nominations are now closed. The second item for business is a proposal to approve amendments to the Sabra Health Care REIT, Inc. 2009 performance incentive plan. The third item for business is a proposal to approve an amendment to our charter to increase the number of authorized shares of our common stock from 250 million to 500 million. The fourth item for business is a proposal to ratify the appointment of Pricewaterhousecoopers LLP to serve as Sabra's independent registered public accounting firm for the fiscal year ending December 31, 2020. The fifth item for business is an advisory note of the compensation of our named executive officers, as disclosed in the proxy statement. As further described in the proxy statement, we're asking stockholders to vote on the following resolution: resolve that the compensation paid to the named executive officers, as disclosed in the proxy statement, pursuant to the SEC's executive compensation disclosure rules which disclosure includes the compensation discussion and analysis, the compensation tables and the narrative discussion that accompanies the compensation tables is hereby approved. If you have any questions that you have not already submitted, please submit them now. I now declare the polls open for voting on these matters. Because there are no stop -- I'm sorry, as there no other matters for consideration at the meeting and no remaining questions about the matters to be voted on at this meeting, we will now provide a final opportunity to vote for the matters I just discussed. If you are attending this meeting as an eligible stockholder as of the record date, please follow the instructions available on the virtual meeting portal to vote your shares now. If you have already submitted a proxy and do not want to change your vote now, it is not necessary for you to vote again. [Voting]

The polls are now closed. Mr. Costa, what are the preliminary voting results?

The preliminary vote report shows that the stockholders have elected each of the 9 nominees for director; have approved the amendments of the Sabra Health Care REIT, Inc. 2009 performance incentive plan; have approved the amendment to our charter to increase the number of authorized shares of our common stock from 250 million to 500 million; have ratified the appointment of Pricewaterhousecoopers LLP as Sabra's independent registered public accounting firm; and have approved the compensation for Sabra's named executive officers. The actual results of the vote today will be reported in a Form 8-K to be filed with the Securities and Exchange Commission within the next 4 business days.

Thank you, Mike. Ladies and gentlemen, that concludes our planned agenda. As there is no further business to come before this meeting, I now declare the meeting adjourned.

This concludes the meeting. You may now disconnect.