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): April 27, 2023 (April 27, 2023)

NATIONAL HEALTH INVESTORS INC

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the 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. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed, on February 17, 2023, National Health Investors, Inc. (the "Company") adopted amended and restated bylaws ("New Bylaws") in connection with the Securities and Exchange Commission rules regarding universal proxy cards and a periodic review of its prior bylaws. Following the adoption of the New Bylaws, the Company has been involved in conversations with its stockholders. Following these discussions and in response to stockholder concerns, on April 27, 2023, the Board unanimously approved an amendment No. 1 to the New Bylaws ("Amendment No. 1"). Amendment No. 1 revised section 1.03 to remove the provision requiring that stockholders that demand a special meeting of stockholders be called are required to pay the Company the reasonably estimated costs of preparing and mailing a notice with respect to the proposed meeting. The full text of the Amendment No. 1 is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

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:    April 27, 2023

Document

Item 3.1

AMENDMENT NO. 1

TO

AMENDED AND RESTATED

BYLAWS

OF

NATIONAL HEALTH INVESTORS, INC.

As adopted April 27, 2023

The Amended and Restated Bylaws (the “Bylaws”) of National Health Investors, Inc. which were approved by the Board of Directors on February 17, 2023 are hereby amended as follows:

1.    Section 1.03 of the Bylaws is hereby replaced with the following, which is marked to show what is being deleted from the original:

1.03.    SPECIAL MEETINGS. The Chairperson of the Board (if any), the President or a majority of the Board of Directors may call special meetings of the Stockholders. Special meetings of the Stockholders shall also be called by the Secretary upon the written request of the holders of Shares entitled to cast not less than 25% of all the votes entitled to be cast at such meeting. Such request shall state the purpose or purposes of such meeting and the matters proposed to be acted on thereat. Following the receipt of any such request, the Secretary shall inform such requesting Stockholders of the reasonably estimated costs of preparing and mailing a notice with respect to the proposed meeting and, upon payment to the Corporation of such costs, the Secretary shall prepare such notice and provide it to each Stockholder entitled to vote at such meeting or entitled to notice by statute. The Secretary shall not be required to call a special meeting requested by Stockholders in accordance with this Section unless the applicable Stockholders pay such costs to the Corporation. The date, time, place (if any) and record date for any such special meeting, including a meeting called at the request of Stockholders, shall be established by the Board of Directors or Officer calling the same.  The Corporation may postpone, reschedule, or cancel any special meeting of Stockholders previously scheduled by the Board of Directors.

2.    Except as herein amended, the terms and provisions of the Bylaws shall remain in full force and effect.

Approved by unanimous written consent by the Board of Directors on April 27, 2023.

/s/ Susan V. Sidwell___________

Susan V. Sidwell

Secretary of the Corporation