Business Context and Reporting Period
This Form 8-K Current Report from Omega Healthcare Investors, Inc. (OHI) covers events occurring on June 5, 2026. The filing primarily details the results of the Company's 2026 Annual Meeting of Stockholders and provides updated beneficial ownership information for major shareholders as of April 8, 2026.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance and ownership structure rather than financial performance.
Material Changes and Voting Results
At the Annual Meeting, holders of 255,926,290 shares (approximately 85.93% of outstanding stock) participated. All three proposals were approved:
- Proposal 1 (Election of Directors): All eight nominees were elected. Stephen D. Plavin received the highest number of "Against" votes (15,286,082) compared to other nominees.
- Proposal 2 (Ratification of Auditors): The selection of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026, was ratified with 240,521,117 votes in favor.
- Proposal 3 (Advisory Vote on Executive Compensation): The advisory vote on executive compensation was approved with 202,883,780 votes in favor.
Ownership Updates and Other Events
The Company updated beneficial ownership data following an internal corporate realignment at The Vanguard Group. As of April 8, 2026, the following entities held more than 5% of the outstanding common stock:
| Beneficial Owner | Shares Owned | Percentage of Class |
|---|---|---|
| BlackRock, Inc. | 31,867,200 | 10.7% |
| Vanguard Portfolio Management | 27,160,324 | 9.1% |
| Vanguard Capital Management | 15,689,615 | 5.3% |
Total outstanding common stock as of April 8, 2026, was 297,799,835 shares, with 16,284,278 common stock equivalents outstanding.
Investor Verification Checklist
- Verify the specific reasons for the 15.3 million "Against" votes cast for director nominee Stephen D. Plavin.
- Confirm the impact of The Vanguard Group's internal realignment on future voting patterns and proxy solicitation.
- Review the full proxy statement for details on executive compensation metrics referenced in Proposal 3.
- Check subsequent filings for the Company's financial results for the fiscal year ending December 31, 2026, as this 8-K contains no financial data.