8-K: Current report filing
Published on March 12, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices / Zip Code)
(
(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:
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 |
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 8.01 Other Events.
On February 28, 2024, the Circuit Court for Baltimore City (the “Court”) issued an order (the “Preliminary Approval Order”) granting preliminary approval to a proposed settlement of certain shareholder derivative actions previously disclosed by Omega Healthcare Investors, Inc. (the “Company”). The proposed settlement was entered into, subject to the Court’s approval, in accordance with a stipulation of settlement, dated as of February 22, 2024 (the “Stipulation of Settlement”), by and among plaintiffs Stourbridge Investments LLC, Phillip Swan, Tom Bradley, and Sarah Smith, the Company as a nominal defendant, and the named defendants in the shareholder derivative actions titled (i) Swan v. Pickett, et al., Case No. 24-C-19-000573 (Baltimore, Md. Cir. Ct.); (ii) Bradley, et al. v. Callen et al., Case No. 24-C-19-000972 (Baltimore, Md. Cir. Ct.); and (iii) Stourbridge Investments LLC v. Callen, et al., Case No. 1:18-cv-07638 (S.D.N.Y.). The Court has scheduled a hearing on May 21, 2024, at 2:00 p.m. Eastern Time, to determine whether it should issue an order for final approval of the proposed settlement.
On March 12, 2024, the Company posted copies of the (1) Notice of Proposed Settlement and of Settlement Hearing (the “Notice”), which contains further information about the proposed settlement and the hearing, and (2) Stipulation of Settlement, to the Investors section of the Company’s website under “Governance.”
As required by the Preliminary Approval Order, the Company is filing the Stipulation of Settlement, with exhibits thereto, and the Notice with this Current Report on Form 8-K, copies of which are attached hereto as Exhibits 99.1 and 99.2, respectively, and which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
No. Description
99.2Notice of Proposed Settlement and of Settlement Hearing, dated February 28, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: March 12, 2024 |
By: |
/s/ Gail D. Makode |
Gail D. Makode |
||
Chief Legal Officer, General Counsel and Secretary |
||