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

(a) NorthStar Healthcare Income, Inc. ("NorthStar Healthcare") held its 2021 annual meeting of stockholders (the "Meeting") on June 16, 2021. At the close of business on April 14, 2021, the record date for the Meeting, there were 191,052,014 shares of NorthStar Healthcare's common stock outstanding and entitled to vote. Holders of 100,757,184 shares of common stock, representing a like number of votes, were present at the Meeting, either in person or by proxy.

(b) Matters voted upon by stockholders were as follows:

Proposal 1. At the Meeting, each of the following individuals were elected to the board of directors (the "Board") to serve until the 2022 annual meeting of stockholders and until his successor is duly elected and qualified, by the following vote:


          Nominees                   Votes For       Votes Withheld       Broker Non-Vote
          Richard S. Welch           52,633,472         7,187,049           40,936,663
          Ronald J. Jeanneault       51,484,154         8,336,367           40,936,663
          Jonathan A. Carnella       52,700,514         7,120,007           40,936,663
          Gregory A. Samay           51,536,724         8,283,797           40,936,663
          T. Andrew Smith            52,658,373         7,162,148           40,936,663

Proposal 2. At the Meeting, stockholders ratified the appointment of Grant Thornton LLP as NorthStar Healthcare's independent registered public accounting firm for the fiscal year ending December 31, 2021, by the following vote:


                              For            Against       Abstained
                           95,885,292       2,788,413      2,083,479




                                       2

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