8-K: Current report filing
Published on April 14, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM
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CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective as of April 8, 2021, the Board of Directors (the “Board”) of Omega Healthcare Investors, Inc. (the “Company”), adopted an amendment and restatement of its Amended and Restated Bylaws (as so amended and restated, the “Bylaws”). The Bylaws were amended and restated to (i) implement proxy access, (ii) adopt certain gender-neutral titles, including the use of Chair in place of Chairman, and (iii) make certain other clarifying and conforming revisions.
The amendments to the Bylaws added a new Article II, Section 11 that permits a stockholder, or a group of up to 20 stockholders, owning at least three percent of the Company’s outstanding stock continuously for at least three years to nominate and include in the Company’s annual meeting proxy materials director nominees constituting up to the greater of two directors or twenty percent of the members of the Board; provided that the stockholders and nominees satisfy the requirements specified in the Bylaws. Proxy access will first be available in connection with the Company’s 2022 annual meeting of the stockholders. The amendments to the Bylaws also include conforming, clarifying and updating changes to Sections 4, 5 and 8 of Article II related to the advance notice requirements for nominations and business proposed by stockholders at annual and special meetings of stockholders.
The foregoing description of the Bylaws is not complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
| No. | Description | |
| 3.1 | Amended and Restated Bylaws of Omega Healthcare Investors, Inc., as of April 8, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 14, 2021 | By: | /s/ Gail D. Makode |
| Gail D. Makode | ||
| Chief Legal Officer, General Counsel and Secretary | ||