CNL Healthcare Properties Inc.

11/20/2024 | Press release | Distributed by Public on 11/20/2024 16:10

Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 20, 2024, CNL Healthcare Properties, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting") at its principal offices in Orlando, Florida. Of the 175,274,045 shares of the Company's common stock that were issued and outstanding as of September 6, 2024, the record date, and entitled to vote at the Annual Meeting, a total of 89,723,649 shares (51.19%) were present in person or represented by proxy at the Annual Meeting, constituting a quorum for the transaction of business.

At the Annual Meeting, the stockholders (i) elected all five (5) of the nominees, as listed below, to serve on the board of directors of the Company until the 2025 Annual Meeting of Stockholders and until their successors shall have been duly elected and qualified and (ii) ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered certified public accounting firm for the fiscal year ending December 31, 2024.

Under the Company's Third Articles of Amendment and Restatement and bylaws, the vote necessary for the election of directors and the ratification of PricewaterhouseCoopers LLP is a majority of the votes cast at the meeting at which a quorum is present. Broker non-votesare not counted as votes cast, and accordingly, for the election of directors, broker non-voteshad no effect on the results of the election. With respect to the vote on the proposal to ratify PricewaterhouseCoopers LLP, abstentions are not counted as votes cast, and accordingly, had no effect on the results of the vote to ratify PricewaterhouseCoopers LLP.

The voting results, as certified in the Final Report of the Inspectors of Election, are as follows:

I.

The vote to elect five directors of the Company, for a term expiring at the 2024 Annual Meeting of Stockholders and until his successor is duly elected and qualified, was:

Director Nominees

For

Against

Withheld

Broker Non-Votes

James M. Seneff, Jr.

58,343,954 3,730,498 4,518,424 23,130,773

Stephen H. Mauldin

58,719,513 3,473,490 4,399,873 23,130,773

J. Chandler Martin

58,420,183 3,684,845 4,487,848 23,130,773

Michael P. Haggerty

58,479,742 3,648,598 4,464,536 23,130,773

J. Douglas Holladay

58,233,729 3,776,183 4,582,964 23,130,773
II.

The vote on the ratification of PricewaterhouseCoopers LLP, as the Company's independent registered certified public accounting firm for the fiscal year ending December 31, 2024, was:

For

Against

Abstain

84,371,490

1,896,451 3,455,708

No other business was transacted at the Annual Meeting.