Omega Healthcare Investors Inc 8-K, filed Jun 5, 2023
Omega Healthcare Investors Inc (OHI)
About this 8-K
Omega Healthcare Investors Inc filed this 8-K on June 5, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 5, 2023, Omega Healthcare Investors, Inc. (“Omega”) held its Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, Omega’s stockholders, upon the unanimous recommendation of the Board of Directors, approved an amendment to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (the “2018 Plan”) to increase the number of shares of common stock authorized for issuance thereunder from 10,500,000 shares to 17,200,000 shares, an increase of 6,700,000 shares (the “Amendment”).
A summary of the Amendment was included as part of Proposal 5 in Omega’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2023. The summary of the Amendment contained in the proxy statement is qualified by and subject to the full text of the Amendment, a copy of which is included as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the holders of 183,094,193 shares of Omega’s common stock were present in person or represented by proxy, representing approximately 78.13% 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 | 130,901,396 | 3,786,924 | 581,797 | 47,824,076 | ||||
| Craig R. Callen | 131,401,553 | 3,301,809 | 566,755 | 47,824,076 | ||||
| Dr. Lisa C. Egbuonu-Davis | 131,468,497 | 3,257,452 | 544,168 | 47,824,076 | ||||
| Barbara B. Hill | 131,634,889 | 3,104,292 | 530,936 | 47,824,076 | ||||
| Kevin J. Jacobs | 133,051,160 | 1,659,327 | 559,630 | 47,824,076 | ||||
| C. Taylor Pickett | 132,788,404 | 1,910,693 | 571,020 | 47,824,076 | ||||
| Stephen D. Plavin | 125,996,653 | 8,708,839 | 564,625 | 47,824,076 | ||||
| Burke W. Whitman | 131,640,170 | 3,055,166 | 574,811 | 47,824,076 |
Proposal 2: Proposal to Ratify the Selection of Ernst & Young LLP as Omega’s Independent Auditor for Fiscal Year 2023
| For | Against | Abstentions | Broker Non-Votes | |||
| 172,580,472 | 9,747,051 | 766,670 | Not applicable |
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Proposal 3: Advisory Vote on Executive Compensation
| For | Against | Abstentions | Broker Non-Votes | |||
| 126,119,015 | 8,026,106 | 1,124,996 | 47,824,076 |
Proposal 4: Advisory Vote on Frequency of Advisory Vote on Executive Compensation
| One Year | Two Years | Three Years | Abstentions | |||
| 129,618,983 | 689,914 | 4,264,868 | 696,353 |
Proposal 5: Approval of Amendment to the 2018 Stock Incentive Plan
| For | Against | Abstentions | Broker Non-Votes | |||
| 127,093,031 | 7,314,929 | 862,157 | 47,824,076 |
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, holding future advisory votes on the compensation of Omega’s executive officers annually was approved on an advisory basis, and the Amendment to the 2018 Stock Incentive Plan was approved.
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.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| No. | Description | |
| 10.1 | Amendment to Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan, effective June 5, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 5, 2023 | By: | /s/ Gail D. Makode |
| Gail D. Makode | ||
| Chief Legal Officer, General Counsel | ||
Exhibit 10.1
AMENDMENT TO
OMEGA HEALTHCARE INVESTORS, INC. 2018 STOCK INCENTIVE PLAN
This Amendment (this “Amendment”) to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (the “Plan”) was approved as of April 14, 2023 (the “Amendment Date”), by Omega Healthcare Investors, Inc. (the “Company”), subject to approval of the Company’s stockholders.
INTRODUCTION
The Company maintains the Plan pursuant to a document that is effective June 8, 2018. The Board of Directors of the Company (the “Board”) now desires to amend the Plan to increase the number of shares of Stock of the Company reserved for issuance under the Plan. The Board has approved this Amendment, subject to approval of the Company’s stockholders.
Now, Therefore, the Company does hereby amend the Plan as of June 5, 2023, the date of the annual meeting of the Company’s stockholders (the “Amendment Effective Date”), subject to approval of this Amendment by the Company’s stockholders:
AMENDMENT
Section 3.2 of the Plan is amended to read in its entirety as follows:
“Subject to adjustment in accordance with Section 6.2, the number of shares of Stock reserved exclusively for issuance upon exercise or payment pursuant to Awards under the Plan equals the sum of (a) the number of shares of Stock subject to outstanding Awards under the Plan immediately before the Amendment Effective Date, (b) the number of shares of Stock authorized and available for issuance of future Awards under the Plan as of the Amendment Effective Date and (c) an additional 6,700,000 shares of Stock.”
Capitalized terms that are not defined in this Amendment shall have the same definitions as provided in the Plan.
If the stockholders of the Company have not approved this Amendment as of the Amendment Effective Date, the Plan as in effect prior this Amendment shall remain in force and effect and this Amendment shall be null and void.
Except as specifically amended by this Amendment, the Plan shall remain in the same force and effect as prior to this Amendment.
In Witness Whereof, the Company, by its duly authorized officer, has executed this Amendment as of the Amendment Date.
| OMEGA HEALTHCARE INVESTORS, INC. | ||
| By: | /s/ Robert O. Stephenson | |
| Name: Robert O. Stephenson | ||
| Title: Chief Financial Officer | ||