8-K: Current report filing
Published on June 11, 2020
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)
| (Omega Healthcare Investors, Inc.) | (Omega Healthcare Investors, Inc.) | (Omega Healthcare Investors, Inc.) |
| (OHI Healthcare Properties Limited Partnership) | (OHI Healthcare Properties Limited Partnership) | (OHI Healthcare Properties Limited Partnership) |
| (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:
| 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 |
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 11, 2020, Omega Healthcare Investors, Inc. (“Omega”) held its Annual Meeting of Stockholders.
At the Annual Meeting, the holders of 201,285,044 shares of Omega’s common stock were present in person or represented by proxy, representing approximately 88.7% 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 | 158,099,391 | 2,028,386 | 41,157,267 | |||||||||
| Craig R. Callen | 155,480,689 | 4,647,088 | 41,157,267 | |||||||||
| Barbara B. Hill | 159,367,704 | 760,073 | 41,157,267 | |||||||||
| Edward Lowenthal | 150,370,813 | 9,756,964 | 41,157,267 | |||||||||
| C. Taylor Pickett | 158,892,469 | 1,235,308 | 41,157,267 | |||||||||
| Stephen D. Plavin | 149,643,265 | 10,484,512 | 41,157,267 | |||||||||
| Burke W. Whitman | 158,314,899 | 1,812,878 | 41,157,267 | |||||||||
Proposal 2: Ratification of the selection of Ernst & Young LLP as Omega’s independent auditor for 2020
| For | Against | Abstentions | Broker Non-Votes |
| 193,609,635 | 7,247,909 | 427,500 | Not Applicable |
Proposal 3: Advisory vote on Omega’s executive compensation
| For | Against | Abstentions | Broker Non-Votes |
| 153,102,475 | 5,984,095 | 1,041,207 | 41,157,267 |
| 2 |
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.
[The balance of this page is 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. | ||
| (Co-Registrant) | ||
| Dated: June 11, 2020 | By: | /s/ Gail D. Makode |
| Gail D. Makode | ||
| Chief Legal Officer, General Counsel | ||
| OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP | ||
| (Co-Registrant) | ||
| Dated: June 11, 2020 | By: | /s/ Gail D. Makode |
| Gail D. Makode | ||
| Chief Legal Officer, General Counsel | ||
| 4 |