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): December 31, 2021

OMEGA HEALTHCARE INVESTORS, INC.

(Exact name of registrant as specified in its charter)

Maryland

1-11316

38-3041398

(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.

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. ¨

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

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 31. 2021, Omega Healthcare Investors, Inc. (the “Company”) and Mr. Steven J. Insoft, the Company’s Chief Corporate Development Officer, mutually agreed that Mr. Insoft’s employment with the Company will terminate effective January 1, 2022.

As of January 1, 2022, the Company also entered into amendments of the employment agreements of each of the Company’s other named executive officers to extend the term of their respective employment agreements by one year to December 31, 2024 and revise their annual salaries in accordance with the annual review conducted by the Compensation Committee of the Company’s Board of Directors.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.

Description of Exhibit

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 4, 2022	By:	/s/ Gail D. Makode
		Gail D. Makode
		Chief Legal Officer, General Counsel

Omega Healthcare Investors, Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits