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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 Reported): May 27, 2026
National Health Investors, Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | | 001-10822 | | 62-1470956 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
222 Robert Rose Drive,
Murfreesboro, TN 37129
(Address of principal executive offices)
(615) 890-9100
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
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 (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | NHI | 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 May 27, 2026, National Health Investors, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on March 27, 2026, the record date for the Annual Meeting, 48,459,369 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), were issued and outstanding and entitled to vote. There were 42,386,953 shares of Common Stock present or represented by proxy at the Annual Meeting, which represented approximately 87.46% of the issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business.
Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting and the final voting results on each such matter.
Proposal 1 – Election of Directors
The nominees named below were elected to serve as members of the Board of Directors of the Company until the 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified or until their earlier death, resignation or removal, and the voting results were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Nominee | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
Robert W. Chapin, Jr. | | 31,755,734 | | 845,203 | | 1,196,363 | | 8,589,653 |
Tracy M.J. Colden | | 31,321,632 | | 988,107 | | 1,487,561 | | 8,589,653 |
Lilly H. Donohue | | 32,065,111 | | 125,949 | | 1,606,240 | | 8,589,653 |
James R. Jobe | | 31,143,695 | | 1,457,966 | | 1,195,639 | | 8,589,653 |
Robert A. McCabe, Jr. | | 30,859,078 | | 1,740,528 | | 1,197,694 | | 8,589,653 |
D. Eric Mendelsohn | | 31,833,814 | | 497,876 | | 1,465,610 | | 8,589,653 |
Candice W. Todd | | 31,732,706 | | 418,367 | | 1,646,227 | | 8,589,653 |
Proposal 2 – Non-Binding, Advisory Vote on Executive Compensation
The compensation paid to the Company’s named executive officers was approved, on a non-binding, advisory basis, and the voting results were as follows:
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Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 30,921,601 | | 1,349,874 | | 1,525,825 | | 8,589,653 |
Proposal 3 – Ratification of Independent Registered Public Accounting Firm
The selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, and the voting results were as follows:
| | | | | | | | | | | | | | |
Votes For | | Votes Against | | Abstentions |
| 41,389,140 | | 954,425 | | 43,388 |
SIGNATURE
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 thereunto duly authorized.
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NATIONAL HEALTH INVESTORS, INC. |
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| | |
| By: | /s/ John L. Spaid |
| Name: | John L. Spaid |
| Title: | Chief Financial Officer |
Date: May 29, 2026