Sonida Senior Living Inc

This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s disclosed executive compensation practices and pay outcomes for named executive officers. Management is seeking this advisory approval as part of ongoing shareholder engagement and corporate governance practice; while the vote is non-binding, the Board and Compensation Committee state they will consider the outcome when setting future compensation. The Company emphasizes alignment features—significant at-risk pay, short- and long-term incentive plans tied to revenue, margin, adjusted free cash flow and retention metrics, performance stock units (PSUs), and rigorous vesting—intended to tie pay to multi-year performance. The Board notes use of an independent compensation consultant (Meridian) in designing 2025 packages and highlights governance protections such as clawback/recoupment policies, stock ownership guidelines, prohibition on hedging/pledging, and double-trigger change-in-control vesting. Relevant company context includes the 2025 STI metrics and pay-versus-performance disclosures showing variability in realized pay vis-à-vis financial results, and the company’s recent financing and merger activity (Equity Financing and CHP Merger) that affected compensation decisions and equity usage. Because the vote is advisory, institutional investors and proxy advisory firms will evaluate both the design and outcomes of pay; areas of potential investor scrutiny include the size and mix of equity awards, the contingency grants tied to the CHP Merger (February 2026 PSUs), and realized pay versus net income/TSR trends disclosed in the proxy. A FOR recommendation from management signals the Board’s confidence that current programs appropriately balance retention, incentive alignment and governance safeguards, but the outcome of the vote can still prompt adjustments if a substantial percentage of shareholders vote against. In summary, the proposal is a standard say-on-pay request that tests shareholder support for the Board’s executive pay design, with the Board committing to consider the advisory vote’s outcome in future compensation-setting.

This management proposal requests shareholder approval to materially increase the aggregate reserve under the 2019 Omnibus Stock and Incentive Plan by 1,400,000 shares (from 1,797,600 to 3,197,600). Management and the Board justify the increase on the basis that current remaining shares are unlikely to be sufficient to support anticipated new equity grants beyond 2026, including contingent PSU awards approved in February 2026 tied to the CHP Merger and other retention and incentive needs. The proxy provides detailed governance-oriented disclosures—minimum one-year vesting, prohibitions on discounted option grants and repricing without shareholder approval, double-trigger change-in-control protections, clawback policies, and limits on non-employee director compensation—to mitigate shareholder concerns about excessive dilution or weak governance. The proxy also discloses burn-rate history and projects that the additional 1,400,000 shares would extend the plan’s supply roughly two to three years under current practices, while quantifying potential dilution (an increase in total potential dilution from 3.5% to approximately 6.4% if approved). Stockholders and proxy advisory firms will evaluate the request by balancing the company’s need to attract and retain talent—particularly after a significant acquisition and financing—against dilution, historical grant practices, and the structure of awards (mix of time-based RSUs and performance-based PSUs). The Board’s unanimous recommendation, the use of an independent compensation consultant in the analysis, and the inclusion of specific anti-dilution and governance safeguards are management’s principal arguments for approval; opponents could still point to elevated dilution or the timing relative to the Company’s equity financing and investor-designee governance arrangements. In summary, the proposal is a typical equity-plan refresh to fund near- and mid-term incentive needs, materially tied to recent strategic transactions, and warrants shareholder assessment of dilution versus retention and performance-alignment benefits.

This item is a customary catch-all authorizing the named proxies to vote in their discretion on any matters properly presented at the Annual Meeting that were not specifically described in the proxy statement. The proposal does not itself change corporate governance or substantive rights; rather, it ensures that proxies submitted in advance can be used to vote on legitimate, unforeseen procedural or substantive questions (such as adjourning the meeting, procedural motions, or other ministerial matters). Management seeks this authority to avoid disenfranchising shareholders who submit proxies in advance if unexpected but proper business arises at the meeting, and boards typically request it to preserve operational flexibility. While not a contested substantive proposal, stockholders opposed to broad discretionary authority sometimes view it skeptically if used to bind votes on controversial or materially new matters without prior disclosure; however, the Company states that its management does not intend to present any business other than the disclosed proposals and has no knowledge of others that will be presented. The Board’s recommendation FOR the item reflects that it is standard practice and that voting discretion will be exercised consistent with fiduciary duties and in the stockholders’ best interests. Shareholders can reduce the exercised discretion by voting directly at the meeting or by specifying instructions when submitting proxies. Overall, the proposal is administrative in nature but important to ensure proxies remain usable for legitimate, unforeseen meeting matters.