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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/05/23 Omega Healthcare Investors Inc. 8-K:5,9 6/05/23 11:218K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 43K 2: EX-10.1 Material Contract HTML 10K 6: R1 Cover HTML 47K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- tm2317819d1_8k_htm XML 15K 8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.LAB XBRL Labels -- ohi-20230605_lab XML 96K 5: EX-101.PRE XBRL Presentations -- ohi-20230605_pre XML 64K 3: EX-101.SCH XBRL Schema -- ohi-20230605 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 11: ZIP XBRL Zipped Folder -- 0001104659-23-068041-xbrl Zip 20K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i June 5, 2023
i OMEGA HEALTHCARE INVESTORS, INC.
(Exact name of registrant as specified in its charter)
| i Maryland | i 1-11316 | i 38-3041398 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i Hunt Valley, i Maryland i 21030
(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:
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act. |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. |
| i ¨ | 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 |
| i Common Stock, $.10 par value | i OHI | i 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).
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 June 5, 2023, Omega Healthcare Investors, Inc. (“Omega”) held its Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, Omega’s stockholders, upon the unanimous recommendation of the Board of Directors, approved an amendment to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (the “2018 Plan”) to increase the number of shares of common stock authorized for issuance thereunder from 10,500,000 shares to 17,200,000 shares, an increase of 6,700,000 shares (the “Amendment”).
A summary of the Amendment was included as part of Proposal 5 in Omega’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2023. The summary of the Amendment contained in the proxy statement is qualified by and subject to the full text of the Amendment, a copy of which is included as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the holders of 183,094,193 shares of Omega’s common stock were present in person or represented by proxy, representing approximately 78.13% 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
| For | Against | Abstentions | Broker Non-Votes | |||||
| Kapila K. Anand | 130,901,396 | 3,786,924 | 581,797 | 47,824,076 | ||||
| Craig R. Callen | 131,401,553 | 3,301,809 | 566,755 | 47,824,076 | ||||
| Dr. Lisa C. Egbuonu-Davis | 131,468,497 | 3,257,452 | 544,168 | 47,824,076 | ||||
| Barbara B. Hill | 131,634,889 | 3,104,292 | 530,936 | 47,824,076 | ||||
| Kevin J. Jacobs | 133,051,160 | 1,659,327 | 559,630 | 47,824,076 | ||||
| C. Taylor Pickett | 132,788,404 | 1,910,693 | 571,020 | 47,824,076 | ||||
| Stephen D. Plavin | 125,996,653 | 8,708,839 | 564,625 | 47,824,076 | ||||
| Burke W. Whitman | 131,640,170 | 3,055,166 | 574,811 | 47,824,076 |
Proposal 2: Proposal to Ratify the Selection of Ernst & Young LLP as Omega’s Independent Auditor for Fiscal Year 2023
| For | Against | Abstentions | Broker Non-Votes | |||
| 172,580,472 | 9,747,051 | 766,670 | Not applicable |
2
Proposal 3: Advisory Vote on Executive Compensation
| For | Against | Abstentions | Broker Non-Votes | |||
| 126,119,015 | 8,026,106 | 1,124,996 | 47,824,076 |
Proposal 4: Advisory Vote on Frequency of Advisory Vote on Executive Compensation
| One Year | Two Years | Three Years | Abstentions | |||
| 129,618,983 | 689,914 | 4,264,868 | 696,353 |
Proposal 5: Approval of Amendment to the 2018 Stock Incentive Plan
| For | Against | Abstentions | Broker Non-Votes | |||
| 127,093,031 | 7,314,929 | 862,157 | 47,824,076 |
Each of the director nominees was elected, the selection of Ernst & Young LLP was ratified, Omega’s executive compensation was approved on an advisory basis, holding future advisory votes on the compensation of Omega’s executive officers annually was approved on an advisory basis, and the Amendment to the 2018 Stock Incentive Plan was approved.
Based on the results of the advisory vote on the frequency of future advisory votes on the compensation of Omega’s executive officers, and consistent with Board’s recommendation, the Board has determined that Omega will hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of such votes.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| No. | Description | |
| 10.1 | Amendment to Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan, effective June 5, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
[The balance of this page 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. | ||
| Dated: June 5, 2023 | By: | /s/ Gail D. Makode |
| Gail D. Makode | ||
| Chief Legal Officer, General Counsel | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 6/5/23 | |||
| 4/21/23 | ARS, DEF 14A, DEFA14A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/12/24 Omega Healthcare Investors Inc. 10-K 12/31/23 156:32M 8/03/23 Omega Healthcare Investors Inc. 10-Q 6/30/23 116:17M 6/06/23 Omega Healthcare Investors Inc. S-8 6/06/23 4:88K Toppan Merrill/FA |