Form: 8-K

Current report filing

June 3, 2021

8-K: Current report filing

Published on June 3, 2021

0000888491 false 0000888491 2021-06-03 2021-06-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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)

 

Maryland 1-11316 38-3041398
(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 class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $.10 par value OHI New 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 5.07 Submission 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.

 

[The balance of this page is intentionally left blank.]

 

2

 

 

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