Current Report Filing (8-k)
June 09 2017 - 02:25PM
Edgar (US Regulatory)
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 8, 2017
OMEGA
HEALTHCARE INVESTORS, INC.
(Exact
name of registrant as specified in charter)
Maryland
|
1-11316
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38-3041398
|
(State 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:
|
¨
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Written communications pursuant to Rule 425 under the
Securities Act.
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act.
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act.
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Effective as of June
8, 2017, the Board of Directors (the “
Board
”) of Omega Healthcare Investors, Inc. (“
Omega
”),
adopted an amendment and restatement of its Bylaws (the “
Amended and Restated Bylaws
”). The Amended and Restated
Bylaws revise the prior Bylaws to be consistent with Omega’s Charter as amended in 2015 to provide for the annual election
of directors.
The foregoing description
of the Amended and Restated Bylaws is qualified in its entirety by reference to the text thereof, a copy of which is attached to
this Current Report on Form 8-K as Exhibit 3.1.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 8, 2017, Omega
held its Annual Meeting of Stockholders.
At the Annual Meeting,
the holders of 178,321,577 shares of Omega’s common stock were present in person or represented by proxy, representing approximately
90.6% 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
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Votes Cast in
Favor
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Votes
Withheld
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Broker
Non-Votes
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Craig M. Bernfield
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74,617,708
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48,440,806
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55,263,063
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Norman R. Bobins
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119,819,465
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3,239,049
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55,263,063
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Craig R. Callen
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121,738,873
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1,319,641
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55,263,063
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Barbara B. Hill
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121,451,061
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1,607,453
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55,263,063
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Bernard J. Korman
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120,594,060
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2,464,454
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55,263,063
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Edward Lowenthal
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120,095,766
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2,962,748
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55,263,063
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Ben W. Perks
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121,205,180
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1,853,334
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55,263,063
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C. Taylor Pickett
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121,641,593
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1,416,921
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55,263,063
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Stephen D. Plavin
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120,091,186
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2,967,328
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55,263,063
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Proposal 2: Ratification of the selection
of Ernst & Young LLP as Omega’s independen
t
auditor for 2018
For
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Against
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Abstentions
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Broker Non-Votes
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174,547,703
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3,243,694
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530,180
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Not Applicable
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Proposal 3: Advisory vote on Omega’s executive compensation
For
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Against
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Abstentions
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Broker Non-Votes
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117,169,277
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4,543,551
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1,345,686
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55,263,063
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Proposal 4: Advisory vote on the frequency of future advisory
votes on Omega’s executive compensation
One Year
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Two Years
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Three Years
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Abstentions
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106,062,536
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835,497
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15,494,865
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665,616
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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, on an advisory basis, holding future advisory votes on the compensation
of Omega’s executive officers annually.
Based on the results
of the advisory vote on the frequency of future advisory votes on the compensation of Omega’s executive officers, and consistent
with Board’s recommendation, the Board has determined that Omega will hold an advisory vote on executive compensation every
year until the next required advisory vote on the frequency of such votes.
The Board has appointed Craig R. Callen as Chairman of the Board
effective as of June 8, 2017. Bernard J. Korman, the prior Chairman of the Board, remains a member of the Board.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit No.
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Description of Exhibit
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3.1
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Amended and Restated Bylaws of Omega Healthcare Investors, Inc. as of June 8, 2017.
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99.1
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Press Release dated June 8, 2017
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[The balance
of this page is intentionally left blank.]
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.
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OMEGA HEALTHCARE INVESTORS, INC.
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(Registrant)
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Dated: June 9, 2017
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By:
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/s/ Robert O. Stephenson
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Robert O. Stephenson
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Chief Financial Officer, Treasurer and
Assistant Secretary
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Exhibit Index
Exhibit No.
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Description of Exhibit
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3.1
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Amended and Restated Bylaws of Omega Healthcare Investors, Inc. as of June 8, 2017.
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99.1
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Press Release dated June 8, 2017
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