8-K: Current report filing

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): July 8, 2020

OMEGA HEALTHCARE INVESTORS, INC.

OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: 

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 5.02              Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 8, 2020, Omega Healthcare Investors, Inc. (the “Company”) and Mr. Michael D. Ritz, the Company’s Chief Accounting Officer, mutually agreed that Mr. Ritz would retire from the Company effective August 15, 2020. The Company and its subsidiary Omega Asset Management, LLC entered into a Transition Agreement and Release (the “Transition Agreement”) as of July 8, 2020 with Mr. Ritz in connection with his departure and transitioning of his responsibilities.

Mr. Ritz is not eligible to receive any benefits under the Company’s previously reported policy regarding retirement vesting for Omega’s incentive awards as he has not reached the age of 62. The Transition Agreement provides that Mr. Ritz will be entitled to receive the payments and benefits due in connection with a termination of employment by the Company without cause pursuant to his Employment Agreement, dated effective January 1, 2020, provided that vesting of his previously granted equity incentives shall be prorated through January 1, 2021. Pursuant to a Consulting Agreement entered into between the Company and Mr. Ritz as of July 8, 2020, and effective as of August 16, 2020, Mr. Ritz has agreed to perform such consulting and advisory services from August 16, 2020 through January 1, 2021 as the Company may require in connection with transitioning Mr. Ritz’s responsibilities, in exchange for a consulting fee of $250 per hour worked.

The descriptions of the Transition Agreement and the Consulting Agreement contained in this Current Report on Form 8-K are qualified in their entirety by reference to the Transition Agreement and Consulting Agreement, respectively, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated in this Item 5.02 by reference.

(d) Exhibits

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.