SONIDA SENIOR LIVING, INC.
SUPPLEMENT TO THE PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 4, 2024
This proxy statement supplement (the “Supplement”), dated June 3, 2024, provides updated information with respect to the 2024
Annual Meeting of Stockholders (the “Annual Meeting”) of Sonida Senior Living, Inc. (the “Company”) to be held on June 4, 2024, at 9:00 a.m., Central Time.
This Supplement is being filed with the Securities and Exchange Commission (the “SEC”) and is being made available to the
stockholders of the Company on or about June 3, 2024. Except as described in this Supplement and the proxy supplement filed by the Company with the SEC on May 13, 2024, the information provided in the definitive proxy statement filed by
the Company with the SEC on April 26, 2024 (as supplemented, the “Proxy Statement”) continues to apply. To the extent the information in this Supplement differs from or updates information in the Proxy Statement, our stockholders
should rely on the information contained in this Supplement. The Proxy Statement contains important additional information. This Supplement should only be read in conjunction with the Proxy Statement.
On May 31, 2024, the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) approved the dismissal of
RSM US LLP (“RSM”) as independent registered public accounting firm of the Company, effective May 31, 2024. The Company is in the final stages to complete a competitive bidding process to engage a new independent registered public
accounting firm.
As a result of RSM’s dismissal, the proposal to ratify the Audit Committee’s appointment of RSM as the
Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 2) (the “Auditor Ratification Proposal”) will be withdrawn from the agenda items at the Annual Meeting. The Company
does not intend to submit any other proposal for ratification with respect to the appointment of an independent registered public accounting firm at the Annual Meeting.
The form of proxy card included with the Proxy Statement remains valid. However, any votes that are submitted with respect to the Auditor
Ratification Proposal will be disregarded. If you have already returned your proxy card, you do not need to take any action unless you desire to change your vote by submitting a new proxy card, and your shares will be voted as specified therein,
other than any votes with respect to the Auditor Ratification Proposal. If you have not yet returned your proxy card, please complete and return the proxy card, disregarding the Auditor Ratification Proposal.
None of the other agenda items presented in the Proxy Statement are modified by this Supplement. The shares represented by proxy cards
returned at or prior to the Annual Meeting will be voted with respect to all other matters properly brought before the Annual Meeting as instructed on the proxy card.
By Order of the Board of Directors,
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| David W. Johnson
Chairman of the Board |
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Brandon M. Ribar
President and Chief Executive Officer |