Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 16, 2020, at the 2020 Annual Meeting of Shareholders (the "Annual Meeting") of Regional Health Properties, Inc. (the "Company"), the Company's shareholders approved the Regional Health Properties, Inc. 2020 Equity Incentive Plan (the "2020 Plan"). On November 4, 2020, the Company's Board of Directors ("Board") adopted, subject to shareholder approval, the 2020 Plan.

A description of the material terms of the 2020 Plan is set forth under "Proposal 2: Approval of the Regional Health Properties, Inc. 2020 Equity Incentive Plan" in the Company's definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on November 5, 2020 (the "Proxy Statement"), which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the 2020 Plan, a copy of which is filed as Appendix A to the Proxy Statement and Exhibit 99.1 to this Current Report on Form 8-K.

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

On December 16, 2020, the Company held the Annual Meeting at Sonesta Gwinnett Place Atlanta, located at 1775 Pleasant Hill Road, Duluth, Georgia at 10:00 a.m. Following is a summary of the proposals that were submitted to the shareholders of the Company's common stock for approval at the Annual Meeting and a tabulation of the votes with respect to each proposal. Each proposal is further described in the Company's Notice of 2020 Annual Meeting of Shareholders with respect to the Annual Meeting and the Proxy Statement.

Proposal 1. To elect the four director nominees named in the Proxy Statement to serve until the 2021 Annual Meeting of Shareholders and until their successors are elected and qualified, or until their earlier death, resignation or removal.

Shareholders elected the following four individuals to the Board to serve until the 2021 Annual Meeting of Shareholders and until their successors are elected and qualified, or until their earlier death, resignation or removal. The voting results were as follows:





                    FOR   WITHOLD BROKER NON-VOTES
Michael J. Fox    222,249 17,697      808,707
Brent Morrison    220,815 19,131      808,707
Kenneth W. Taylor 226,623 13,323      808,707
David A. Tenwick  218,520 21,426      808,707

Proposal 2. To approve the 2020 Plan.

The shareholders approved the 2020 Plan. The voting results were as follows:





  FOR   AGAINST ABSTAIN BROKER NON-VOTES
214,270 18,185   7,491      808,707

Proposal 3. To ratify the appointment of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020.

The shareholders ratified the appointment of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020. The voting results were as follows:





   FOR    AGAINST ABSTAIN
1,003,329 38,466   6,858






                                       2


--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.





Exhibit 99.1   Regional Health Properties, Inc. 2020 Equity Incentive Plan

                                       3

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses