Current Report Filing (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 Reported): May 10, 2021 (May 4, 2021)

NATIONAL HEALTH INVESTORS INC

(Exact name of registrant as specified in its charter)

Maryland

001-10822

62-1470956

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

222 Robert Rose Drive, Murfreesboro, TN 37129

(Address of principal executive offices)

(615) 890-9100

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year,

if changed since last report)

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 (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

NHI

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.

(a) The Company’s annual meeting of shareholders was held on May 4, 2021. As of the record date, there were a total of 45,459,001 shares of Common Stock outstanding and entitled to vote at the annual meeting. At the annual meeting, 38,164,882 shares of Common Stock were represented in person or by proxy; therefore, a quorum was present.

(b) Set forth below are the matters acted upon by the Company’s shareholders at the annual meeting and the final voting results on each such matter.

(1) (a) The nominee named below was elected to serve as a member of the Board of Directors of the Company for a three-year term until the 2024 annual meeting of shareholders and until his successor is duly elected and qualified, and the voting results were as follows:


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Robert T. Webb	19,419,492	11,903,882	365,232	6,476,276

(1)(b) The nominee named below was elected to serve as a member of the Board of Directors of the Company for a three-year term until the 2024 annual meeting of shareholders and until her successor is duly elected and qualified and the voting results were as follows:


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Charlotte A. Swafford	29,795,471	1,575,448	317,687	6,476,276

(1)(c) The nominee named below was elected to serve as a member of the Board of Directors of the Company for a three-year term until the 2024 annual meeting of shareholders and until his successor is duly elected and qualified and the voting results were as follows:


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
D. Eric Mendelsohn	31,107,529	264,177	316,900	6,476,276

(2) The compensation paid to NHI’s named executive officers was approved with the following voting results:


Votes For	Votes Against	Abstentions	Broker Non-Votes
30,068,765	1,202,331	417,510	6,476,276

(3) The selection of BDO USA, LLP as the Company’s independent registered public accounting firm

for the fiscal year ending December 31, 2021 was ratified, and the voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
37,887,396	219,949	57,537

SIGNATURE

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 thereunto duly authorized.

NATIONAL HEALTH INVESTORS, INC.

By: /s/ John L. Spaid

Name: John L. Spaid

Title: Principal Financial Officer

Date: May 10, 2021

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