National Health Investors (NHI) 10-Q 2014 Q2 Quarterly report

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

NATIONAL HEALTH INVESTORS, INC.

NATIONAL HEALTH INVESTORS, INC., a Maryland corporation, hereby certifies to the State Department of Assessments and Taxation of Maryland that its Articles of Incorporation are hereby amended as follows:

1.Section 7.1 shall be deleted in its entirety and is hereby replaced with the following new Section 7.1:

7.1     The total number of shares of stock of all classes which the Corporation has authority to issue is seventy million (70,000,000) shares, each share having a par value of $.01, of which sixty million (60,000,000) shares shall be Common Stock and ten million (10,000,000) shares shall be Preferred Stock. The Board of Directors may issue the Preferred Stock in such one or more series consisting of such numbers of shares and having such preferences, conversion and other rights, voting powers, restrictions and limitations as to dividends, qualifications and terms and conditions of redemption of stock as the Board of Directors may from time to time determine when designating such series.

The foregoing amendment to the Articles of Incorporation of the Corporation has been advised and approved by the Board of Directors and approved by the stockholders of the Corporation as of May 2, 2014.

We, the undersigned President and Secretary, swear under penalties of perjury that the foregoing is a corporate act.

Executed on this 2nd_ day of May, 2014.

NATIONAL HEALTH INVESTORS, INC.

By: /s/ J. Justin Hutchens

J. Justin Hutchens, President

Attest:

/s/ Susan V. Sidwell        

Susan V. Sidwell, Secretary