ATLANTA, Dec. 14, 2015 /PRNewswire/ -- AdCare Health
Systems, Inc. (NYSE MKT: ADK)(NYSE MKT: ADK.PRA), a
self-managed healthcare real estate investment company that invests
primarily in real estate purposed for senior living and long-term
healthcare, today announced that at the company's Annual Meeting of
Shareholders, held Thursday, December 10,
2015, the shareholders approved, among other items, a
proposal to declassify the company's Board of Directors.
"The decision to declassify the board is consistent with our
commitment to sound corporate governance practices and is in the
best interest of AdCare and its shareholders," stated Bill McBride, AdCare's Chairman and Chief
Executive Officer. "The views of our shareholders are important to
the board. Declassifying our board structure affords shareholders
the opportunity to express their views on the performance of
individual directors on an annual basis. In addition to this
structural change, a number of our Board members resigned during
the year and we added top industry talent in Tom Knaup and Allan
Rimland."
Declassifying the Board means that all of the company's
directors will be elected each year to serve a one-year term.
Previously, directors were elected to serve staggered, three-year
terms.
The following proposals were also approved by the company's
shareholders at the meeting:
- All current AdCare Directors standing for election were elected
to the Board, including Bill McBride,
III, Thomas W. Knaup,
David A. Tenwick, Brent Morrison and Allan
J. Rimland.
- Shareholders ratified the appointment of KPMG as the company's
independent registered public accounting firm to audit the
consolidated financial statements of the company and its
subsidiaries for the year ending December
31, 2015.
A quorum was not present at the meeting with respect to the
proposal to amend the company's articles of incorporation to impose
ownership and transfer restrictions with respect to the company's
stock and, accordingly, such proposal was not voted on at the
meeting.
"Fiscal 2015 has been a year of significant accomplishments for
AdCare as we close the door on our legacy, operations-focused
business model and open the door to a new chapter for the company
as a healthcare property holding and leasing company," continued
McBride. "With all of the actions to shift our business model
nearly complete, we are increasingly seeking to embark on new
initiatives to maximize shareholder value."
2015 Highlights
- The company has entered into agreements for all 40 of the
healthcare facilities it owned, operated or managed.
- Thirty-six facilities have transferred operations to
third-party operators or are under management contracts with an
indefinite term.
- The company expects to transition operations of two facilities
in Oklahoma to a third-party
operator on December 31, 2015,
subject to receipt of state regulatory approvals.
- One facility in Arkansas and
one facility in Oklahoma have been
sold.
- An Alabama facility owned and
operated by the company's consolidated variable interest entity has
been sold to a third party.
Brogdon Matters
On or about November 20, 2015, a
complaint was filed in federal court by the Securities and Exchange
Commission (the "SEC") against Christopher
Brogdon, a former director of the Company and a holder of
greater than 5% of the Company's common stock. The Company is not a
defendant in this action. The complaint, among other things,
petitions for receivership of a number of properties listed in the
complaint, three of which are owned (but not operated) by the
Company. On December 10, 2015, the
SEC submitted to the court a revised list of properties over which
the SEC is seeking receivership. The revised list does not include
any of the Company's properties, and the SEC is not seeking
receivership of such properties.
About AdCare Health Systems
AdCare Health
Systems, Inc. (NYSE MKT: ADK) (NYSE MKT: ADK.PRA) is a self-managed
healthcare real estate investment company that invests primarily in
real estate purposed for senior living and long-term healthcare
through facility lease and sub-lease transactions. The company
currently owns, leases or manages for third parties 38 facilities.
For more information about AdCare, visit www.adcarehealth.com.
Important Cautions Regarding Forward-Looking
Statements
Statements contained in this press release that
are not historical facts may be forward-looking statements within
the meaning of federal law. Such statements can be identified by
the use of forward-looking terminology, such as "believes,"
"expects," "plans," "intends," "anticipates" and variations of such
words or similar expressions, but their absence does not mean that
the statement is not forward-looking. Statements in this press
release that are forward-looking include, among other things,
statements regarding the company's transition to a healthcare
facilities holding and leasing company, statements regarding the
transfer of operations to third-party operators, and
statements regarding the company's future financial condition or
results of operations. Such forward-looking statements
reflect management's beliefs and assumptions and are based upon
information currently available to management and involve known and
unknown risks, results, performance or achievements of AdCare,
which may differ materially from those expressed or implied in such
statements. Such factors are identified in the public filings made
by AdCare with the Securities and Exchange Commission, including
AdCare's Annual Report on Form 10-K for the year ended December 31, 2014. There is no assurance that
such factors or other factors will not affect the accuracy of such
forward-looking statements. Except where required by law, AdCare
undertakes no obligation to revise or update any forward-looking
statements to reflect events or circumstances after the date of
this press release.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/adcare-announces-results-of-2015-annual-shareholder-meeting-300192037.html
SOURCE AdCare Health Systems, Inc.