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 3, 2022

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.

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 3, 2022, Omega Healthcare Investors, Inc. (“Omega””) held its Annual Meeting of Stockholders (the “Annual Meeting”).

At the Annual Meeting, the holders of 186,945,299 shares of Omega’s common stock were present in person or represented by proxy, representing approximately 78.48% 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

	For		Against		Abstentions		Broker Non-Votes
Kapila K. Anand		138,398,407		2,018,127		492,694		46,036,071
Craig R. Callen		138,331,303		2,084,974		492,951		46,036,071
Dr. Lisa C. Egbuonu-Davis		139,355,718		1,075,974		477,536		46,036,071
Barbara B. Hill		138,948,147		1,490,305		470,776		46,036,071
Kevin J. Jacobs		138,690,278		1,715,232		503,718		46,036,071
C. Taylor Pickett		139,341,136		1,046,582		521,510		46,036,071
Stephen D. Plavin		134,857,427		5,543,078		508,723		46,036,071
Burke W. Whitman		138,462,480		1,932,542		514,206		46,036,071

Proposal 2: Ratification of the selection of Ernst & Young LLP as Omega’s independent auditor for fiscal year 2022

For		Against		Abstentions		Broker Non-Votes
175,667,540		10,694,824		582,935		Not applicable

Proposal 3: Advisory vote on Omega’s executive compensation

For		Against		Abstentions		Broker Non-Votes
132,175,314		7,514,373		1,219,541		46,036,071

Each of the director nominees was elected, the selection of Ernst & Young LLP was ratified, and Omega’s executive compensation was approved on an advisory basis.

Item 7.01

Regulation FD Disclosure.

In connection with Edward Lowenthal’s retirement from Omega’s Board of Directors effective as of the completion of the Annual Meeting, Omega’s Board of Directors appointed Mr. Whitman as Chair of the Compensation Committee, to serve in this capacity until the Company’s 2023 Annual Meeting of Stockholders. As Chair of the Compensation Committee, Mr. Whitman will be compensated in accordance with the Company’s director compensation program as described in Omega’s proxy statement for the Annual Meeting.

Effective as of the completion of the Annual Meeting, the membership of the Board’s standing committees is as set forth below:

Audit Committee

Members: Kapila K. Anand (Chair), Craig R. Callen, Kevin J. Jacobs and Burke W. Whitman

Compensation Committee

Members: Barbara B. Hill, Stephen D. Plavin and Burke W. Whitman (Chair)

Investment Committee

Members: Kapila K. Anand, Craig R. Callen (Chair), Kevin J. Jacobs and C. Taylor Pickett

Nominating and Corporate Governance Committee

Members: Craig R. Callen, Dr. Lisa C. Egbuonu-Davis, Barbara B. Hill and Stephen D. Plavin (Chair)

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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.

Dated: June 6, 2022	By:	/s/ Gail D. Makode
		Gail D. Makode
		Chief Legal Officer, General Counsel

Omega Healthcare Investors Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure