CNL HEALTHCARE PROPERTIES, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 7, 2022, CNL Healthcare Properties, Inc. (the “Company”) held its
2022 Annual Meeting of Stockholders (the “Annual Meeting”) at its principal
offices in Orlando, Florida. Of the 175,292,459 shares of the Company’s common
stock that were issued and outstanding as of September 23, 2022, the record
date, and entitled to vote at the Annual Meeting, a total of 89,746,905 shares
(51.19%) were present in person or represented by proxy at the Annual Meeting,
constituting a quorum for the transaction of business.

At the Annual Meeting, the stockholders (i) elected all five (5) of the
nominees, as listed below, to serve on the board of directors of the Company
until the 2023 Annual Meeting of Stockholders and until their successors shall
have been duly elected and qualified and (ii) ratified the selection of
PricewaterhouseCoopers LLP as the Company’s independent registered certified
public accounting firm for the fiscal year ending December 31, 2022.

Under the Company’s Third Articles of Amendment and Restatement and bylaws, the
vote necessary for the election of directors and the ratification of
PricewaterhouseCoopers LLP is a majority of the votes cast at the meeting at
which a quorum is present. Broker non-votes are not counted as votes cast, and
accordingly, for the election of directors, broker non-votes had no effect on
the results of the election. With respect to the vote on the proposal to ratify
PricewaterhouseCoopers LLP, abstentions are not counted as votes cast, and
accordingly, had no effect on the results of the vote to ratify
PricewaterhouseCoopers LLP.

The voting results, as certified in the Final Report of the Inspectors of
Election, are as follows:


I.  The vote to elect five directors of the Company, for a term expiring at the
    2021 Annual Meeting of Stockholders and until his successor is duly elected
    and qualified, was:



Director Nominees:       For           Withheld        Broker Non-Votes
James M Seneff Jr      63,588,508       4,252,728             21,905,669
Stephen H Mauldin      63,674,616       4,166,620             21,905,669
J Chandler Martin      63,598,848       4,242,388             21,905,669
Michael P Haggerty     63,626,159       4,215,077             21,905,669
J Douglas Holladay     63,496,164       4,345,072             21,905,669


II. The vote on the ratification of PricewaterhouseCoopers LLP, as the Company’s

    independent registered certified public accounting firm for the fiscal year
    ending December 31, 2022, was:



   For        Against     Abstain
86,165,799   1,026,495   2,554,611


No other business was transacted at the Annual Meeting.

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