December 17, 2015
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."
• The company has entered into agreements for all 40 of the healthcare facilities it owned, operated or managed.
o Thirty-six facilities have transferred operations to third-party operators or are under management contracts with an indefinite term.
o 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.
o 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.
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, visitwww.adcarehealth.com.