American Healthcare REIT Investors Approve Say-on-Pay and Director Slate

Rhea-AI Filing Summary

American Healthcare REIT (NYSE:AHR) filed an 8-K disclosing results from its June 25, 2025 Annual Meeting.

• Nine directors were re-elected for one-year terms ending in 2026.
• Shareholders ratified Deloitte & Touche LLP as independent auditor for FY 2025 (138.4 M for / 1.1 M against).
• Say-on-pay for 2024 executive compensation passed (109.3 M for / 7.5 M against).
• The 2025 Manager Equity Plan was approved (112.6 M for / 4.3 M against).

No other matters were brought to a vote.

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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): June 25, 2025

American Healthcare REIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-41951

47-2887436

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

18191 Von Karman Avenue, Suite 300 Irvine, California

92612

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (949) 270-9200

Not Applicable

(Former name or former address, if changed since last report)

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 (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

AHR

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 25, 2025, we held our 2025 Annual Meeting of Stockholders. At the meeting, our stockholders voted on the following four proposals: (i) to consider and vote upon the election of nine directors, each to hold office for a one-year term expiring at the 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies; (ii) to consider and vote upon the ratification of the appointment of Deloitte & Touche LLP, or Deloitte & Touche, as our independent registered public accounting firm for the year ending December 31, 2025; (iii) to approve, on an advisory (non-binding) basis, the compensation paid to our named executive officers for the year ended December 31, 2024; and (iv) to approve the American Healthcare REIT, Inc. 2025 Manager Equity Plan. The four proposals are described in detail in our definitive proxy statement, dated April 10, 2025, as filed with the United States Securities and Exchange Commission on Schedule 14A on April 10, 2025.

The votes with respect to each of the proposals are set forth below.

Proposal 1.  To consider and vote upon the election of nine directors, each to hold office for a one-year term expiring at the 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies:

Nominee						Shares For						Shares Withheld						Broker Non-Votes
Jeffrey T. Hanson						110,491,724						6,780,802						22,564,319
Danny Prosky						116,312,997						959,529						22,564,319
Mathieu B. Streiff						111,148,837						6,123,689						22,564,319
Scott A. Estes						116,035,501						1,237,025						22,564,319
Brian J. Flornes						100,685,107						16,587,419						22,564,319
Dianne Hurley						115,425,541						1,846,985						22,564,319
Marvin R. O'Quinn						116,676,785						595,741						22,564,319
Valerie Richardson						114,471,250						2,801,276						22,564,319
Wilbur H. Smith III						113,438,464						3,834,062						22,564,319

The nine above-referenced nominees therefore were elected as our directors by the requisite vote of our stockholders necessary for approval.

Proposal 2. To consider and vote upon the ratification of the appointment of Deloitte & Touche as our independent registered public accounting firm for the year ending December 31, 2025:

Shares For						Shares Against						Shares Abstained
138,414,959						1,139,417						282,469

The appointment of Deloitte & Touche as our independent registered public accounting firm for the year ending December 31, 2025, therefore was ratified by the requisite vote of our stockholders necessary for approval.

Proposal 3. To approve, on an advisory (non-binding) basis, the compensation paid to our named executive officers for the year ended December 31, 2024:

Shares For						Shares Against						Shares Abstained						Broker Non-Votes
109,297,003						7,525,316						450,207						22,564,319

The compensation of our named executive officers therefore was approved by the requisite vote of our stockholders, on an advisory basis.

Proposal 4. To approve the American Healthcare REIT, Inc. 2025 Manager Equity Plan:

Shares For						Shares Against						Shares Abstained						Broker Non-Votes
112,586,838						4,273,480						412,208						22,564,319

The American Healthcare REIT, Inc. 2025 Manager Equity Plan therefore was approved by the requisite vote of our stockholders.

No other proposals were submitted to a vote of our stockholders at the annual meeting.

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.

American Healthcare REIT, Inc.

June 26, 2025

        By:/s/ Danny Prosky                     

        Name: Danny Prosky

        Title: Chief Executive Officer and President

FAQ

What were the results of AHR's board elections at the 2025 annual meeting?

All nine nominees, including Jeffrey T. Hanson and Danny Prosky, were elected with at least 100.7 M votes each and will serve until the 2026 meeting.

Did AHR shareholders approve the 2025 Manager Equity Plan?

Yes. The plan was approved with 112,586,838 shares for, 4,273,480 against, and 412,208 abstaining.

Was Deloitte & Touche LLP ratified as AHR's auditor for 2025?

Yes. The auditor was ratified with 138,414,959 votes for, 1,139,417 against, and 282,469 abstentions.