OMEGA HEALTHCARE INVESTORS, INC. (NYSE:OHI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
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 Omegas 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 |
Submission of Matters to a Vote of Security Holders. |
On June 8, 2017, Omega held its Annual Meeting of Stockholders.
At the Annual Meeting, the holders of 178,321,577 shares of
Omegas 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
| Votes Cast in Favor | Votes Withheld | Broker Non-Votes | ||||
| Craig M. Bernfield | 74,617,708 | 48,440,806 | 55,263,063 | |||
| Norman R. Bobins | 119,819,465 | 3,239,049 | 55,263,063 | |||
| Craig R. Callen | 121,738,873 | 1,319,641 | 55,263,063 | |||
| Barbara B. Hill | 121,451,061 | 1,607,453 | 55,263,063 | |||
| Bernard J. Korman | 120,594,060 | 2,464,454 | 55,263,063 | |||
| Edward Lowenthal | 120,095,766 | 2,962,748 | 55,263,063 | |||
| Ben W. Perks | 121,205,180 | 1,853,334 | 55,263,063 | |||
| C. Taylor Pickett | 121,641,593 | 1,416,921 | 55,263,063 | |||
| Stephen D. Plavin | 120,091,186 | 2,967,328 | 55,263,063 |
Proposal 2: Ratification of the selection of Ernst Young LLP
as Omegas independent auditor for 2018
| For | Against | Abstentions | Broker Non-Votes | |||
| 174,547,703 | 3,243,694 | 530,180 | Not Applicable |
Proposal 3: Advisory vote on Omegas executive compensation
| For | Against | Abstentions | Broker Non-Votes | |||
| 117,169,277 | 4,543,551 | 1,345,686 | 55,263,063 |
Proposal 4: Advisory vote on the frequency of future advisory
votes on Omegas executive compensation
| One Year | Two Years | Three Years | Abstentions | |||
| 106,062,536 | 835,497 | 15,494,865 | 665,616 |
Each of the director nominees was elected, the selection of Ernst
Young LLP was ratified, Omegas executive compensation was
approved on an advisory basis and Omegas stockholders approved,
on an advisory basis, holding future advisory votes on the
compensation of Omegas executive officers annually.
Based on the results of the advisory vote on the frequency of
future advisory votes on the compensation of Omegas executive
officers, and consistent with Boards 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 8.01 | Other Events. |
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 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 3.1 |
Amended and Restated Bylaws of Omega Healthcare Investors, Inc. as of June 8, 2017. |
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| 99.1 | Press Release dated June 8, 2017 |
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About OMEGA HEALTHCARE INVESTORS, INC. (NYSE:OHI)
Omega Healthcare Investors, Inc. (Omega) is a self-administered real estate investment trust (REIT). The Company invests in income producing healthcare facilities, long-term care facilities located throughout the United States and the United Kingdom. It operates through the segment, which consists of investments in healthcare-related real estate properties. It provides lease or mortgage financing to qualified operators of skilled nursing facilities (SNFs) and assisted living facilities (ALFs), independent living facilities, rehabilitation and acute care facilities. Its portfolio consists of long-term leases and mortgage agreements. Its portfolio of investments included approximately 950 healthcare facilities, located in over 40 states and the United Kingdom that are operated by over 80 third-party operators. The portfolio consists of approximately 780 SNFs, 85 ALFs, 15 specialty facilities, one medical office building, and fixed rate mortgages on 55 SNFs and two ALFs.