Omega Healthcare Investors Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported): June 7, 2024

 

OMEGA HEALTHCARE INVESTORS, INC.

(Exact name of registrant as specified in its charter)

 

Maryland 1-11316 38-3041398
(State or other jurisdiction of
incorporation)
(Commission File Number)

(IRS Employer

Identification No.)

 

303 International Circle,

Suite 200

Hunt Valley, Maryland 21030

(Address of principal executive offices / Zip Code)

 

(410) 427-1700

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act.

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

     
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $.10 par value OHI New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

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

 

On June 7, 2024, Omega Healthcare Investors, Inc. (“Omega”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the holders of 198,889,951 shares of Omega’s common stock were present in person or represented by proxy, representing approximately 80.54% of the total outstanding common stock as of the record date for the meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

 

Proposal 1: Election of Directors

 

   For  Against  Abstentions  Broker
Non-Votes
Kapila K. Anand  150,294,253  4,444,186  405,992  43,745,520
Craig R. Callen  150,417,936  4,326,679  399,816  43,745,520
Dr. Lisa C. Egbuonu-Davis  152,592,613  2,162,782  389,036  43,745,520
Barbara B. Hill  151,076,798  3,667,932  399,701  43,745,520
Kevin J. Jacobs  153,291,188  1,446,209  407,034  43,745,520
C. Taylor Pickett  152,371,883  2,353,979  418,569  43,745,520
Stephen D. Plavin  145,949,366  8,793,871  401,194  43,745,520
Burke W. Whitman  151,761,256  2,974,240  408,935  43,745,520

 

Proposal 2: Proposal to Ratify the Selection of Ernst & Young LLP as Omega’s Independent Auditor for Fiscal Year 2024

 

For  Against  Abstentions  Broker Non-Votes
190,372,644  7,992,692  524,615  Not applicable

  

Proposal 3: Advisory Vote on Executive Compensation

 

For  Against  Abstentions  Broker Non-Votes
145,513,626  8,549,668  1,081,137  43,745,520

  

Each of the director nominees was elected, the selection of Ernst & Young LLP was ratified, and Omega’s executive compensation was approved on an advisory basis.

 

2

 

 

Item 9.01Financial Statements and Exhibits.

 

(d)            Exhibits

 

No.   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

[The balance of this page intentionally left blank]

 

3

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  OMEGA HEALTHCARE INVESTORS, INC.
     
Dated: June 7, 2024 By: /s/ Gail D. Makode
    Gail D. Makode
    Chief Legal Officer, General Counsel

 

4

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