On October 2, 2026, Sonida Senior Living, Inc. filed a Current Report on Form 8-K announcing that its board of directors adopted amended and restated bylaws, effective immediately. The filing details a comprehensive update to the company's governance framework, aligning its internal rules with current Delaware law and corporate practice.
The Amended and Restated Bylaws introduce several changes regarding stockholder meetings. The company clarified that the Board may postpone, reschedule, or cancel any previously scheduled annual or special meeting. The bylaws also expressly contemplate meetings held solely by remote communication and provide for notices and other communications via electronic transmission. Additionally, the filing specifies that only directors or officers may preside as chair at stockholder meetings, and the chair has the power to recess or adjourn the meeting regardless of whether a quorum is present.
Significant updates were made to the procedures for stockholder nominations and proposals. The bylaws now require that any stockholder providing notice for a meeting must hold shares of record from the date of providing notice through the applicable meeting. Notices of stockholder proposals or nominations must be received by the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting, or earlier than the 120th day. The filing also outlines specific information requirements for nominating stockholders and proposed nominees, including the submission of written questionnaires and representations regarding voting commitments and compliance with law.
The governance changes also address legal and procedural matters. The exclusive forum provision was revised to designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for intra-corporate claims, while the federal district courts of the United States were designated as the exclusive forum for actions arising under the Securities Act of 1933. The bylaws also remove the Board co-chair position and establish a process for selecting a Lead Director by and from the independent directors if the Chair of the Board is not independent. Furthermore, the filing notes that to be eligible to serve on the Board, any nominee must submit to interviews by the Board within 10 days of a reasonable request.
