Sonida Senior Living adopts amended bylaws to tighten governance rules

Sonida Senior Living, Inc. adopted amended and restated bylaws on October 2, 2026, effective immediately. The board of directors approved the changes, which modify procedures for stockholder meetings, director nominations, and board operations.

The new bylaws align the company's governance documents with developments in Delaware law and current practice. They clarify that the board may postpone, reschedule, or cancel any previously scheduled or called annual or special meeting of stockholders. The amendments also expressly contemplate meetings held solely by remote communication and allow for notices and other communications via electronic transmission.

Significant changes were made to the procedures for stockholder nominations of directors and submissions of stockholder proposals. These provisions, previously located in the company's amended and restated certificate of incorporation, now reside in the bylaws. Stockholders providing notice of a meeting must hold shares of record from the date of notice through the meeting. Notices of proposals or nominations must be received between 90 and 120 days before the first anniversary of the preceding year's annual meeting.

The amendments require additional disclosures from nominating or proposing stockholders, proposed nominees, and associated persons. Proposing stockholders must update information as of the record date and 10 business days before the meeting and correct any material inaccuracies. Proposed nominees must provide completed written questionnaires and make representations regarding voting commitments, legal compliance, and intent to serve a full term if elected. The number of nominees a stockholder may include cannot exceed the number of directors to be elected at the applicable meeting, and no additional or substitute nominations are permitted after the nomination notice period expires.

The bylaws address matters related to Rule 14a-19 under the Exchange Act, also known as the Universal Proxy Rules. The company gains a remedy if a stockholder fails to satisfy these rules' requirements. Nominating stockholders must represent whether they intend to use the Universal Proxy Rules and provide reasonable evidence of compliance at least five business days before the meeting upon request.

Forum selection provisions were revised. The Court of Chancery of the State of Delaware is now designated as the sole and exclusive forum for intra-corporate claims and proceedings, including derivative actions, unless it lacks subject matter jurisdiction. In such cases, another state court in Delaware or the federal district court for the District of Delaware may hear the matter. Federal district courts remain the exclusive forum for actions arising under the Securities Act of 1933.

Board structure changes include the removal of the board co-chair position. If the chair is not an independent director, a Lead Director will be selected from among the independent directors. Only non-employee directors are eligible for compensation for board service. The chair position is defined as a director role rather than an officer position, and references to the president are generally replaced with references to the chief executive officer.

Board nominees must submit to interviews by the board or its committees within 10 days of a reasonable request. Procedures for providing notice for board and committee meetings were updated, allowing special meetings to be held with less than 24 hours' notice if deemed necessary or appropriate by the person calling the meeting. The requirement to hold a regular board meeting immediately after annual stockholder meetings was eliminated. The board may delegate authority to the chief executive officer to appoint certain officers.