REGIONAL HEALTH PROPERTIES, INC
For the period ended Dec 30, 2025. Filed Dec 10, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 30, 2025 · Filed Dec 10, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
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| ☐ | Preliminary Proxy Statement |
| ☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
December 11, 2025
Dear Regional Health Properties, Inc. Shareholders:
It is my pleasure to invite you to attend the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Regional Health Properties, Inc., which will be held on December 30, 2025, at 1050 Crown Pointe Parkway, Suite 150, Atlanta, Georgia 30338, at 10:00 a.m., local time. We look forward to personally seeing as many of our shareholders as possible.
The Notice of 2025 Annual Meeting of Shareholders and the accompanying proxy statement provide information concerning matters to be considered and voted on at the Annual Meeting. At the Annual Meeting, we also will report on our business and other matters of current interest to our shareholders and respond to appropriate questions.
Your vote on the business to be considered at the Annual Meeting is important, regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting, please vote your shares as soon as possible to ensure your shares are represented at the Annual Meeting.
Thank you for your continued interest in Regional Health Properties, Inc.
Sincerely,
/s/ Brent S. Morrison
Brent S. Morrison
Chief Executive Officer, President, Corporate Secretary and Chairman of the Board of Directors
| NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS | ||
|---|---|---|
| DATE AND TIME | Tuesday, December 30, 2025 at 10:00 a.m., local time | |
| PLACE | 1050 Crown Pointe Parkway, Suite 150, Atlanta, Georgia 30338 | |
| ITEMS OF BUSINESS | 1. | To elect the seven director nominees named in the accompanying proxy statement (Proposal 1) by the voting groups set forth below; |
| (a) | Four directors to be elected by the holders of our common stock, no par value per share (the “common stock”), voting separately as a single class; | |
| (b) | One director to be elected by the holders of our 12.5% Series B Cumulative Redeemable Preferred Shares, no par value per share (the “Series B Preferred Stock”), voting separately as a single class; and | |
| (c) | Two directors to be elected by the holders of our Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares, no par value per share (the “Series D Preferred Stock”), voting separately as a single class. | |
| 2. | To approve the Regional Health Properties, Inc. Amended and Restated 2023 Omnibus Incentive Compensation Plan (the “A&R Plan”) (Proposal 2), by the holders of our common stock voting separately as a single class; | |
| 3. | To conduct an advisory vote to approve the compensation of the named executive officers (“Say-on-Pay”) (Proposal 3), by the holders of our common stock voting separately as a single class; | |
| 4. | To consider an advisory vote to determine shareholder preference on the frequency of the Say-on-Pay vote (“Say-When-on-Pay”) (Proposal 4), by the holders of our common stock voting separately as a single class; | |
| 5. | To ratify the appointment of Cherry Bekaert, LLP as our independent registered public accounting firm for the year ending December 31, 2025 (Proposal 5), by the holders of our common stock voting separately as a single class; and | |
| 6. | To transact such other business as may properly come before the 2025 Annual Meeting of Shareholders and any adjournments or postponements thereof. | |
| Record Date | November 14, 2025 (the “record date”). Only shareholders of record of our common stock, our Series B Preferred Stock and our Series D Preferred Stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the 2025 Annual Meeting of Shareholders and any adjournments or postponements thereof. |
|---|---|
| PROXY MATERIALS AND ANNUAL REPORT | The accompanying proxy statement and the enclosed proxy card are first being mailed to shareholders on or about December 11, 2025. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 accompanies the proxy statement. |
| Whether or not you plan to attend the 2025 Annual Meeting of Shareholders, please read the accompanying proxy statement and the voting instructions on the enclosed proxy card. Then please vote over the Internet or by completing, signing, dating and mailing the completed proxy card to us. The instructions on your proxy card describe how to use these convenient services. |
Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders to be Held on December 30, 2025: Our 2025 proxy materials and Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available free of charge at https://www.cstproxy.com/regionalhealthproperties/2025.
By Order of the Board of Directors,
/s/ Brent S. Morrison
Brent S. Morrison, Chief Executive Officer, President, Corporate Secretary and Chairman of the Board of Directors
Atlanta, Georgia
December 11, 2025
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING OF SHAREHOLDERS | 1 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 9 |
| PROPOSAL 2: APPROVE AMENDED AND RESTATED 2023 EQUITY PLAN | 11 |
| PROPOSAL 3: ADVISORY VOIE ON EXECUTIVE COMPENSATION | 21 |
| PROPOSAL 4: ADVISORY VOTE ON FREQUENCY OF THE SAY-ON-PAY VOTE | 22 |
| PROPOSAL 5: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 23 |
| GOVERNANCE | 24 |
| Board Structure | 24 |
| Independence of Directors and Director Nominees | 24 |
| Director Nomination Process | 25 |
| Board Diversity | 26 |
| Risk Oversight | 26 |
| Code of Ethics | 26 |
| Insider Trading Policy and Hedging | 27 |
| Communication With the Board and its Committees | 27 |
| BOARD OF DIRECTORS | 28 |
| Director Nominees | 28 |
| Committees of the Board | 30 |
| Director Attendance at Board, Committee and Annual Shareholder Meetings | 31 |
| DIRECTOR COMPENSATION | 32 |
| Director Compensation and Reimbursement Arrangements | 32 |
| Director Compensation Table | 32 |
| EXECUTIVE COMPENSATION | 33 |
| Executive Officers | 33 |
| Executive Compensation Tables | 35 |
| Pay Versus Performance | 37 |
| Compensation Arrangements with Executive Officers | 40 |
| Equity Compensation Plan Information | 48 |
| Retirement Programs | 48 |
| AUDIT COMMITTEE MATTERS | 49 |
| Audit Committee Report | 49 |
| Fees and Services of Our Independent Registered Public Accounting Firm | 49 |
| Pre-Approval Policy | 50 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 51 |
| Related Party Transactions | 51 |
| Approval of Related Party Transactions | 51 |
| STOCK OWNERSHIP | 52 |
| Common Stock Beneficial Ownership Table | 52 |
| Series A Preferred Stock Beneficial Ownership Table | 53 |
| Series B Preferred Stock Beneficial Ownership Table | 54 |
| Series D Preferred Stock Beneficial Ownership Table | 55 |
| Delinquent Section 16(a) Reports | 56 |
| ADDITIONAL INFORMATION | 57 |
| Other Business for Presentation at the Annual Meeting | 57 |
| Shareholder Proposals for Inclusion in the 2026 Proxy Statement | 57 |
| Procedures for Business Matters and Director Nominations for Consideration at the 2026 Annual Meeting | 57 |
| APPENDIX A – REGIONAL HEALTH PROPERTIES, INC. AMENDED AND RESTATED 2023 OMNIBUS INCENTIVE COMPENSATION PLAN | A-1 |
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.