Omega Healthcare Investors Inc (OHI) June 5, 2026 Annual General Meeting Transcript

Welcome to the annual meeting for Omega Healthcare Investors, Inc. Our host for today's call is Taylor Pickett, Chief Executive Officer. I will now turn the call over to your host. Mr. Pickett, you may begin.

Good morning, stockholders. I'm Taylor Pickett, Chief Executive Officer of Omega Healthcare Investors, and I will be presiding as chair of the meeting today. I'm very pleased to welcome you to Omega's annual meeting of stockholders, which we are again hosting in a virtual format this year. Stockholders may submit questions at any time during this meeting using the Q&A tool located in the virtual meeting room. I would like to introduce to you the senior members of the company's executive team who are present today. Our Chief Investment Officer, Vikas Gupta. Our Chief Legal Officer, Gail Makoti. Our Chief Accounting Officer, Neil Ballew. I would also like to recognize Mary-Kate Frederico of Ernst & Young, which completed the independent audit of the company's financial statements for the year ended December 31st, 2025. Ms. Frederico is also available to answer questions. The meeting will now come to order. We will proceed with the formal business of the meeting as set forth in the Notice of Annual Meeting. On this website, you have access to the meeting agenda and meeting rules. Please take a moment to familiarize yourself with the agenda and rules. After the formal business of the meeting has been concluded and the voting results have been announced, we will have a question-and-answer period with the company's executive team and Ernst & Young. We will also provide you an opportunity to ask questions following the announcement of the proposals to be voted on at this meeting. I've appointed Gail McCody to serve as the inspector of elections for this meeting, and she will also act as parliamentarian. All persons who have not yet filed their proxy should file them at this time with Ms. Makote. I will now ask Ms. Makote to give us a report on the notice for this annual meeting and tell us whether a form is present today.

I have an affidavit from Broadridge Financial Solutions certifying as to the giving of notice of this meeting and the sending to stockholders of records as of the close of business on the record date, April 8, 2026, the notice of Internet availability of proxy materials, all of which Broadridge Financial Solutions commenced distributing to stockholders on April 21st, 2026. This affidavit will be filed in the minutes of this meeting. Electronic copies of the proxy materials, including the 2026 annual report and proxy statement, are available on the website used to access this meeting, as well as Omega's website. A total of 297,799,835 shares of common stock were outstanding as of the record date. Holders of approximately 85.93% of the outstanding shares of common stock are present virtually, in person, or represented by proxy. Thus, a quorum is present and this meeting is validly constituted.

Thank you. Since the requirements for calling and convening this meeting have been duly observed, I hereby declare this meeting to be duly constituted for the transaction of the business set forth in the notice of the annual meeting of stockholders. We will now proceed with voting on the matters that are presented for consideration by stockholders. The time is now 10.03, and the polls for voting at this annual meeting of stockholders are now open. All stockholders of record, as of the record date, have the ability to vote online if they log in using the unique 16-digit control number contained in their proxies and materials. If you've already voted by proxy, it is not necessary to vote at this time unless you want to change your vote. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so at this time via the voting tool in the virtual meeting room. I will now review each of the proposals that will be voted on at this meeting. If you have a question or comment on any of the proposals, please submit it through the Q&A tool in the virtual meeting platform. Proposal one is the election of following eight nominees for the board of directors. Kapila Anand, Craig Callen, Dr. Lisa Buono Davis, Barbara Hill, Kevin Jacobs, Taylor Pickett, Steve Plavin, Burke Whitman. Proposal two is the ratification of the selection of EY as Omega's independent registered public accounting firm for the year ended December 31st, 2026. Proposal three is a non-binding advisory vote on the compensation of Omega's executive officers. Are there any questions or comments on any of these proposals brought before the meeting. As there are no questions, I will now close the polls. The time is now 10.04 a.m. and the polls for voting at this annual meeting of stockholders are now closed. Since all the votes have been cast and since a majority of the votes were cast by proxy and counted prior to the meeting, we will now hear the report of the inspector elections for the meeting regarding the preliminary results of the voting. Ms. McCody, may we please have the results of the voting.

As Inspector of Elections, I report that each of the nominees to the Board of Directors named in the proxy statement have been elected to Omega's Board of Directors for a term through the 2027 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified. Also, the selection of Ernst & Young as Omega's independent registered public accounting firm for the year ending December 31st, 2026 has been ratified, and the non-binding advisory vote on the compensation of our executive officers has been approved. Although this proposal is not binding on the company, the Board of Directors will take the recommendation of our stockholders into account when it considers future executive compensation arrangements. An inspector's report certifying the results of the meeting will be filed within minutes of this meeting.

That concludes the official business for the meeting. I declare the 2026 annual meeting of stockholders of Omega Healthcare Investors, Inc. adjourned. Now that the official business of the meeting is complete, we will address questions or comments for up to 15 minutes. I see that we have two questions in our portal. The first question is the rationale behind the sale of the Communicare assets. I would say that that sale represents an opportunistic sale that provided a number of benefits to the company. The first just being the sale price, the cap rate on the CommuniCare cash flows was in the mid sixes, which is very strong pricing. And in addition, we were able to improve the CommuniCare credit. And we feel like we'll be able to put those proceeds back to work in a timely fashion. So overall, very, very good transaction for the company. The second question is, when will we be increasing the dividends? I will note that that's a board decision. It's something we talk about at every board meeting. And as we continue to grow FAD, it becomes more of an issue during the board meetings, but this time we can't predict when that will happen. Any further questions, David? No. As I see, there are no more questions or comments. I'd like to thank you for your attendance this morning.

This now concludes the meeting. Thank you for joining and have a pleasant day.