Monitor the November 10 annual meeting for any unexpected voting outcomes or shareholder dissent, though no contested items are expected. The company's return to profitability in 2025 is a positive credit signal for preferred holders, but the declining TSR trajectory (from $61.11 to $38.55 over three years) warrants watching for any strategic pivot commentary.
Price Chart
Executive Summary
Regional Health Properties, Inc. filed its definitive proxy statement for the 2026 Annual Meeting on November 10, 2026. The meeting includes the election of six directors across three voting classes (common, Series B preferred, Series D preferred) and ratification of Cherry Bekaert as auditor. CEO Brent Morrison's total 2025 compensation was $440,850, and the company reported net income of $3.37 million in 2025 after two years of losses. The filing is routine with no contested elections or shareholder proposals.
Key Facts
- Annual Meeting scheduled for November 10, 2026; record date September 21, 2026
- Six incumbent directors standing for re-election: Steven J. Baileys, Gene E. Burleson, F. Scott Kellman, Steven L. Martin, Brent S. Morrison, Kenneth W. Taylor
- Common stock shareholders elect three directors (Kellman, Morrison, Taylor); Series B elects one (Martin); Series D elects two (Baileys, Burleson)
- Proposal 2: Ratification of Cherry Bekaert as independent auditor for FY 2026
- CEO Brent Morrison total 2025 compensation: $440,850 (salary $272,500 + stock awards $168,350)
- Company reported net income of $3,370,000 in 2025, compared to net losses of $3,218,000 in 2024 and $3,888,000 in 2023
- Total shareholder return: $100 invested on Dec 31, 2022 was worth $38.55 at Dec 31, 2025
- As of record date: 3,924,677 common shares, 1,691,812 Series B preferred, 1,405,609 Series D preferred outstanding
- No shareholder proposals submitted for the 2026 meeting
- CFO Marlie Davis appointed May 2026 with $265,000 base salary and 35,000 RSUs + 35,000 options
Financial Impact
No material financial impact from this proxy filing; company reported net income of $3.37M in 2025 vs losses in prior years
Risk Factors
- CEO/Chairman combined role with no independent chair creates governance concentration risk
- Three-year TSR decline from $61.11 to $38.55 despite net income improvement in 2025
- Multiple executive departures in 2025-2026 (CFO, CAO, SVP) suggest potential instability
- Preferred stock voting rights create complex governance dynamics with multiple classes
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001493152-26-045479 |
| Document: 0001493152-26-045479-index-headers.html | 0001493152-26-045479 |
| Document: 0001493152-26-045479-index.html | 0001493152-26-045479 |
| Document: 0001493152-26-045479.txt | 0001493152-26-045479 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 2, 2026 24d ago | DEF 14A | $1.01 | awaiting T+60 | — | $1.05 (+3.96%) |
Mar 18, 2026 31w ago | 8-K | $1.44 $1.06 | ▼ −26.39% | ▼ −40.73% | $1.05 (−27.08%) |
Mar 4, 2026 33w ago | 8-K | $1.39 $1.20 | ▲ +13.67% | ▲ +23.76% | $1.05 (+24.46%) |
US Market Status
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