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 7, 2019
OMEGA HEALTHCARE INVESTORS, INC.
OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
| Maryland | 1-11316 | 38-3041398 |
| (Omega Healthcare Investors, Inc.) | (Omega Healthcare Investors, Inc.) | (Omega Healthcare Investors, Inc.) |
| Delaware | 33-203447-11 | 36-4796206 |
| (OHI Healthcare Properties Limited Partnership) | (OHI Healthcare Properties Limited Partnership) | (OHI Healthcare Properties Limited Partnership) |
| (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 7, 2019, Omega Healthcare Investors, Inc. (“Omega”) held its Annual Meeting of Stockholders.
At the Annual Meeting, the holders of188,498,036 shares of Omega’s common stock were present in person or represented by proxy, representing approximately91.05% 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 | 135,075,378 | 1,515,423 | 51,907,235 |
| Norman R. Bobins | 135,545,113 | 1,045,688 | 51,907,235 |
| Craig R. Callen | 134,973,428 | 1,617,373 | 51,907,235 |
| Barbara B. Hill | 135,590,436 | 1,000,365 | 51,907,235 |
| Edward Lowenthal | 130,186,483 | 6,404,318 | 51,907,235 |
| C. Taylor Pickett | 135,505,415 | 1,085,386 | 51,907,235 |
| Stephen D. Plavin | 130,442,014 | 6,148,787 | 51,907,235 |
| Burke W. Whitman | 135,616,842 | 973,959 | 51,907,235 |
Proposal 2: Ratification of the selection of Ernst & Young LLP as Omega’s independent auditor for 2019
| For | Against | Abstentions | |
| 183,550,159 | 4,360,138 | 587,739 |
Proposal 3: Advisory vote on Omega’s executive compensation
| For | Against | Abstentions | Broker Non-Votes |
| 128,967,627 | 6,584,598 | 1,038,576 | 51,907,235 |
| 2 |
Proposal 4: Approval of the Employee Stock Purchase Plan
| For | Against | Abstentions | Broker Non-Votes |
| 134,602,301 | 1,393,353 | 595,147 | 51,907,235 |
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 stockholders approved the Employee Stock Purchase Plan.
[The balance of this page is 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. | |||
| (Co-Registrant) | |||
| Dated: June 10, 2019 | By: | /s/ Robert O. Stephenson | |
| Robert O. Stephenson | |||
| Chief Financial Officer, Treasurer and Secretary | |||
| OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP | |||
| (Co-Registrant) | |||
| Dated: June 10, 2019 | By: | /s/ Robert O. Stephenson | |
| Robert O. Stephenson | |||
| Chief Financial Officer, Treasurer and Secretary | |||