8-K: Current report
Published on January 7, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As of January 1, 2026, Omega Healthcare Investors, Inc. (the “Company”) entered into amendments of the employment agreements of each of the Company’s named executive officers to extend the term of their respective employment agreements by one year to December 31, 2028, and revise their annual salaries in accordance with the annual review conducted by the Compensation Committee of the Board of Directors. The amendments also included material changes for Matthew Gourmand, President, and Gail Makode, Chief Legal Officer and General Counsel.
The amendment to Mr. Gourmand’s employment agreement increased Mr. Gourmand’s annual bonus opportunity at the high level of performance from 125% to 200% of annual base salary, target level of performance from 75% to 125% and threshold level of performance from 50% to 75%. In addition, the amendment increased the potential amount of severance pay in the event of the termination of Mr. Gourmand’s employment without cause or with good reason (both, as defined in the employment agreement) from a multiple of two times of the sum of annual base salary and the three-year average annual bonus to a multiple of three times the sum of annual base salary and the three-year average annual bonus, payable over three years. The amendment also extended the post-termination of employment restrictive covenants regarding non-competition and non-solicitation of clients and employees applicable to Mr. Gourmand from two years to three years.
For Ms. Makode, the amendment increased the potential amount of severance pay in the event of the termination of Ms. Makode’s employment without cause or with good reason (both, as defined in the employment agreement) from a multiple of one and a half times of the sum of annual base salary and the three-year average annual bonus to a multiple of two times the sum of annual base salary and the three-year average annual bonus, payable over two years. The amendment also extended the post-termination of employment restrictive covenants regarding non-competition and non-solicitation of clients and employees applicable to Ms. Makode from 18 months to two years.
The description of the amendments to employment agreements contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the form of employment agreement amendment, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the first quarter of 2026.
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: January 7, 2026 | By: | /s/ Gail D. Makode |
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Gail D. Makode Chief Legal Officer, General Counsel | ||