8-K 1 tv523368_8k.htm FORM 8-K

 

 

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 5.07Submission 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 of 188,498,036 shares of Omega’s common stock were present in person or represented by proxy, representing approximately 91.05% 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

 

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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.

  

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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.  
  (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