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OHI Omega Healthcare Investors

Filed: 3 Jun 21, 5:06pm

 

 

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 3, 2021

 

OMEGA HEALTHCARE INVESTORS, INC.

(Exact name of registrant as specified in its charter)

 

Maryland1-1131638-3041398
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.10 par valueOHINew 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 3, 2021, Omega Healthcare Investors, Inc. (“Omega”) held its Annual Meeting of Stockholders.

 

At the Annual Meeting, the holders of 195,889,952 shares of Omega’s common stock were present in person or represented by proxy, representing approximately 83.7% 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

 

  Votes Cast in
Favor
 Votes
Withheld
 Broker
Non-Votes
Kapila K. Anand 157,984,538 1,999,242 35,906,172
Craig R. Callen 155,396,773 4,587,007 35,906,172
Barbara B. Hill 157,652,867 2,330,913 35,906,172
Kevin J. Jacobs 159,326,805 656,975 35,906,172
Edward Lowenthal 152,929,298 7,054,482 35,906,172
C. Taylor Pickett 158,700,018 1,283,762 35,906,172
Stephen D. Plavin 152,846,473 7,137,307 35,906,172
Burke W. Whitman 158,272,904 1,710,876 35,906,172

 

Proposal 2: Ratification of the selection of Ernst & Young LLP as Omega’s independent auditor for 2021

 

For Against Abstentions Broker Non-Votes
187,110,972 8,407,454 371,526 Not applicable

 

Proposal 3: Advisory vote on Omega’s executive compensation

 

For Against Abstentions Broker Non-Votes
153,801,720 5,265,204 916,856 35,906,172

 

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.

 

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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 3, 2021By:/s/ Gail D. Makode
  Gail D. Makode
  Chief Legal Officer, General Counsel