UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 6, 2025, Omega Healthcare Investors, Inc. (“Omega” or the “Company”) held its 2025 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. Articles of Amendment and Restatement to increase the number of authorized shares of common stock, $0.10 par value per share, from 350,000,000 shares to 700,000,000 shares (the “Amendment”).
A summary of the Amendment was included as part of Proposal 4 in Omega’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2025, as amended. The summary of the Amendment contained in the proxy statement is qualified by and subject to the full text of the Amendment, which is included in the Company’s Articles of Amendment and Restatement, as amended, and filed as Exhibit 3.1 to this Current Report and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the holders of 242,057,737 shares of Omega’s common stock were present in person or represented by proxy, representing approximately 84.29% 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 | 191,867,831 | 7,007,593 | 428,665 | 42,753,648 | ||||||||||||
| Craig R. Callen | 191,605,157 | 7,266,315 | 432,617 | 42,753,648 | ||||||||||||
| Dr. Lisa C. Egbuonu-Davis | 194,618,346 | 4,022,649 | 663,094 | 42,753,648 | ||||||||||||
| Barbara B. Hill | 192,199,888 | 6,416,848 | 687,353 | 42,753,648 | ||||||||||||
| Kevin J. Jacobs | 196,157,915 | 2,718,367 | 427,807 | 42,753,648 | ||||||||||||
| C. Taylor Pickett | 195,393,992 | 3,491,346 | 418,751 | 42,753,648 | ||||||||||||
| Stephen D. Plavin | 188,019,184 | 10,868,304 | 416,601 | 42,753,648 | ||||||||||||
| Burke W. Whitman | 193,917,650 | 4,968,308 | 418,131 | 42,753,648 |
Proposal 2: Proposal to Ratify the Selection of Ernst & Young LLP as Omega’s Independent Auditor for Fiscal Year 2025
| For | Against | Abstentions | Broker Non-Votes | |||
| 230,705,879 | 10,808,358 | 543,500 | Not applicable |
Proposal 3: Advisory Vote on Executive Compensation
| For | Against | Abstentions | Broker Non-Votes | |||
| 190,077,014 | 8,122,265 | 1,104,810 | 42,753,648 |
Proposal 4: Amendment to Omega’s Charter to Increase the Number of Authorized Shares of Its Common Stock
| For | Against | Abstentions | Broker Non-Votes | |||
| 231,662,341 | 8,905,260 | 1,490,136 | Not applicable |
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, and Omega’s charter amendment to increase the number of authorized shares of common stock was approved.
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| Item 7.01 | Regulation FD Disclosure. |
Effective as of the completion of the Annual Meeting, Mr. Plavin was appointed to serve on the Investment Committee, in place of Mr. Pickett, and no longer serves on the Compensation Committee. The membership of the Board’s standing committees is as set forth below:
Audit Committee
Members: Kapila K. Anand (Chair), Craig R. Callen, Kevin J. Jacobs and Burke W. Whitman
Compensation Committee
Members: Burke W. Whitman (Chair), Barbara B. Hill and Dr. Lisa C. Egbuonu-Davis
Investment Committee
Members: Craig R. Callen (Chair), Kapila K. Anand, Kevin J. Jacobs and Stephen D. Plavin
Nominating and Corporate Governance Committee
Members: Stephen D. Plavin (Chair), Craig R. Callen, Dr. Lisa C. Egbuonu-Davis and Barbara B. Hill
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| No. | Description | |
| 3.1 | Articles of Amendment and Restatement of Omega Healthcare Investors, Inc., as amended through June 6, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 6, 2025 | By: | /s/ Gail D. Makode |
| Gail D. Makode | ||
| Chief Legal Officer, General Counsel | ||