Sabra Health Care REIT Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven nominees to the Board of Directors (Craig A. Barbarosh, Katie Cusack, Michael J. Foster, Lynne S. Katzmann, Ann Kono, Jeffrey A. Malehorn and Richard K. Matros) to serve until the 2027 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as Sabra’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Approval of Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement (the Company’s annual “say-on-pay” vote).

   More detail

   This management proposal asks stockholders to cast a non-binding advisory vote approving the Company’s executive compensation as disclosed in the proxy, including the Compensation Discussion and Analysis, compensation tables and related narrative. Management is seeking shareholder approval as a routine governance practice (annual say-on-pay) to confirm support for its compensation philosophy, which emphasizes long-term value creation through a mix of performance-based TSR awards and time-based restricted stock units, mandatory multi-year deferral and post-vesting holding periods, and robust stock ownership requirements. The Compensation Committee frames the program as aligning executive incentives with stockholder interests by weighting approximately 65% of 2025 equity award value to relative TSR performance and imposing five-year deferral and one-year post-vesting holding periods to encourage long-term decision-making. The proposal is advisory only, but management notes that the Committee will consider the vote outcome when making future pay decisions; historically the say-on-pay received very strong support (approximately 96% in 2025). Key contextual factors include significant recent operational and financial performance (improved Net Debt to Adjusted EBITDA, upgraded credit rating, and positive TSR in 2025), changes to award mix (elimination of FFO-based long-term awards in favor of TSR-only performance awards for 2025) and mandatory deferral features intended to lengthen alignment. Management’s counterparty risk is limited because the vote is non-binding, but the Compensation Committee emphasizes the program’s use of peer-relative TSR, FFO-based annual bonuses, clawback provisions, and double-trigger severance protections to balance incentives and risk. In evaluating the proposal, a sophisticated investor should weigh that the program strongly ties pay to multi-year relative performance and retains governance features (clawbacks, ownership guidelines, majority-independent committee oversight), while also noting potential concerns such as significant equity deferral concentrations, high severance multiples, and substantial discretion in some plan adjustments. The Board recommends approval because it believes the structure appropriately motivates executives to execute the strategic plan and create long-term stockholder value while maintaining retention and succession protections.

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When is the Sabra Health Care REIT Inc 2026 annual meeting?

Sabra Health Care REIT Inc (SBRA) holds its 2026 annual shareholder meeting on Wednesday, June 17, 2026.

What is the record date for the Sabra Health Care REIT Inc 2026 meeting?

The record date for the Sabra Health Care REIT Inc 2026 meeting is Tuesday, April 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Sabra Health Care REIT Inc's 2026 meeting?

The board is presenting 7 director nominees at the Sabra Health Care REIT Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Sabra Health Care REIT Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Sabra Health Care REIT Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.