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 event reported): April 8, 2021
OMEGA HEALTHCARE INVESTORS, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 1-11316 | 38-3041398 |
(State or other jurisdiction of
incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
303 International Circle
Suite 200
Hunt Valley, Maryland 21030
(Address of principal executive offices / Zip Code)
(410) 427-1700
(Registrant’s telephone number, including area code)
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:
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act. |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. |
| | ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which
registered |
| Common Stock, $.10 par value | OHI | 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective as of April 8, 2021, the Board of Directors (the “Board”) of Omega Healthcare Investors, Inc. (the “Company”), adopted an amendment and restatement of its Amended and Restated Bylaws (as so amended and restated, the “Bylaws”). The Bylaws were amended and restated to (i) implement proxy access, (ii) adopt certain gender-neutral titles, including the use of Chair in place of Chairman, and (iii) make certain other clarifying and conforming revisions.
The amendments to the Bylaws added a new Article II, Section 11 that permits a stockholder, or a group of up to 20 stockholders, owning at least three percent of the Company’s outstanding stock continuously for at least three years to nominate and include in the Company’s annual meeting proxy materials director nominees constituting up to the greater of two directors or twenty percent of the members of the Board; provided that the stockholders and nominees satisfy the requirements specified in the Bylaws. Proxy access will first be available in connection with the Company’s 2022 annual meeting of the stockholders. The amendments to the Bylaws also include conforming, clarifying and updating changes to Sections 4, 5 and 8 of Article II related to the advance notice requirements for nominations and business proposed by stockholders at annual and special meetings of stockholders.
The foregoing description of the Bylaws is not complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
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: April 14, 2021 | By: | /s/ Gail D. Makode |
| | | Gail D. Makode |
| | | Chief Legal Officer, General Counsel and Secretary |
