snr-defa14a_20200528.htm

☐	Preliminary Proxy Statement

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☐	Definitive Proxy Statement

☒	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 28, 2020. Meeting Information NEW SENIOR INVESTMENT GROUP INC. Meeting Type: Annual Meeting For holders as of: April 3, 2020 Date: May 28, 2020 Time: 8:00 AM EDT Location: Millennium Broadway 145 W. 44th Street New York, NY 10036 You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. NEW SENIOR INVESTMENT GROUP INC. 55 W. 46TH STREET SUITE 2204 NEW YORK, NY 10036 See the reverse side of this notice to obtain proxy materials and voting instructions.

Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT ANNUAL REPORT How to View Online: Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 14, 2020 to facilitate timely delivery. How To Vote Please Choose One of the Following Voting Methods Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

The Board of Directors recommends you vote FOR the following: 6. Approval of amendments to our Bylaws to implement majority voting in uncontested director elections. 1. Election of Directors Nominees: 7A. Approval of an amendment to our Certificate of Incorporation to eliminate the supermajority voting requirement to amend certain provisions of our Certificate of Incorporation. 01) Stuart A. McFarland 02) Robert F. Savage The Board of Directors recommends you vote FOR proposals 2 and 3: 7B. Approval of amendments to our Certificate of Incorporation and Bylaws to eliminate the supermajority voting requirements to amend our Bylaws. 2. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for New Senior Investment Group Inc. for fiscal year 2020. 7C. Approval of amendments to our Certificate of Incorporation and Bylaws to eliminate the supermajority voting requirements to remove directors for cause and appoint directors in the event the entire Board of Directors is removed. 3. Approval of an advisory vote on 2019 executive compensation. The Board of Directors recommends you vote 1 YEAR on the following proposal: NOTE: The Board of Directors may act upon any other business properly presented at the Annual Meeting. If this proxy is properly executed, then the shares will be voted either in the manner you indicate above or, if no direction is indicated, (i) FOR ALL nominees on Proposal 1, (ii) FOR Proposals 2, 3, 5, 6, 7A, 7B, and 7C, (iii) FOR an annual vote on Proposal 4 and (iv) in the discretion of the proxy holder on any other business that properly comes before the Annual Meeting or any adjournment or postponement thereof. 4. Approval of an advisory vote on the frequency of future advisory votes on executive compensation. The Board of Directors recommends you vote FOR proposals 5, 6, 7A, 7B, and 7C: 5. Approval of amendments to our Certificate of Incorporation and Bylaws to provide for the annual election of all directors.