Form: 8-K

Current report filing

June 7, 2024

8-K: Current report filing

Published on June 7, 2024

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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



(Exact name of registrant as specified in its charter)


Maryland 1-11316 38-3041398
(State or other jurisdiction of
(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 5.07 Submission 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
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.





Item 9.01 Financial Statements and Exhibits.


(d)            Exhibits


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


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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.


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