American Healthcare REIT (NYSE: AHR) reports 2026 director, auditor and pay votes

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Form Type

8-K

Rhea-AI Filing Summary

American Healthcare REIT, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 24, 2026. Stockholders elected nine directors to one-year terms expiring at the 2027 annual meeting, with each nominee receiving a majority of votes cast.

Stockholders also ratified the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026, with more than 172 million shares voted in favor. In addition, they approved, on an advisory and non-binding basis, the compensation paid to the company’s named executive officers for the year ended December 31, 2025.

No other proposals were submitted to a vote at the meeting.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares for auditor ratification: 172,002,161 shares Shares against auditor ratification: 1,383,331 shares Say-on-pay shares for: 152,134,858 shares +4 more

7 metrics

Shares for auditor ratification 172,002,161 shares Ratification of Deloitte & Touche for year ending December 31, 2026

Shares against auditor ratification 1,383,331 shares Ratification of Deloitte & Touche for year ending December 31, 2026

Say-on-pay shares for 152,134,858 shares Advisory approval of 2025 named executive officer compensation

Say-on-pay shares against 5,019,014 shares Advisory approval of 2025 named executive officer compensation

Say-on-pay broker non-votes 16,097,079 shares Advisory approval of 2025 named executive officer compensation

Highest director support 156,630,288 shares for Election of director nominee Marvin R. O'Quinn

Directors elected 9 directors Elected to one-year terms expiring at the 2027 annual meeting

Key Terms

Annual Meeting of Stockholders, independent registered public accounting firm, advisory (non-binding) basis, broker non-votes, +1 more

5 terms

Annual Meeting of Stockholders financial

"On June 24, 2026, we held our 2026 Annual Meeting of Stockholders."

independent registered public accounting firm financial

"the appointment of Deloitte & Touche LLP, or Deloitte & Touche, as our independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory (non-binding) basis financial

"to approve, on an advisory (non-binding) basis, the compensation paid to our named executive officers"

broker non-votes financial

"Shares For | Shares Against | Shares Abstained | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

named executive officers financial

"the compensation paid to our named executive officers for the year ended December 31, 2025"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 06/25/2026 - 04:30 PM Accepted by SEC EDGAR 06/25/2026 - 04:29 PM

FAQ

What did American Healthcare REIT (AHR) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing nine directors, ratifying Deloitte & Touche LLP as auditor for 2026, and approving on an advisory basis the 2025 compensation of named executive officers.

Were the director nominees elected at American Healthcare REIT (AHR)’s 2026 annual meeting?

Yes. All nine director nominees were elected to one-year terms expiring at the 2027 annual meeting, each receiving more votes "for" than "withheld" from the shares present and entitled to vote.

Did American Healthcare REIT (AHR) stockholders ratify Deloitte & Touche as auditor?

Yes. Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026, with 172,002,161 shares voted for, 1,383,331 against, and 192,150 abstaining.

How did American Healthcare REIT (AHR) stockholders vote on executive compensation?

Stockholders approved, on an advisory non-binding basis, compensation for named executive officers for 2025, with 152,134,858 shares for, 5,019,014 against, 326,691 abstentions, and 16,097,079 broker non-votes recorded.

Were there any other proposals at American Healthcare REIT (AHR)’s 2026 annual meeting?

No. Only three proposals were presented: director elections, auditor ratification, and an advisory vote on executive compensation. The company reported that no additional proposals were submitted for stockholder vote.

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 24, 2026

    

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)	(IRS 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 24, 2026, we held our 2026 Annual Meeting of Stockholders. At the meeting, our stockholders voted on the following three proposals: (i) to consider and vote upon the election of nine directors, each to hold office for a one-year term expiring at the 2027 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, 2026; and (iii) to approve, on an advisory (non-binding) basis, the compensation paid to our named executive officers for the year ended December 31, 2025. The three proposals are described in detail in our definitive proxy statement, dated April 9, 2026, as filed with the United States Securities and Exchange Commission on Schedule 14A on April 9, 2026.

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 2027 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	150,602,098	6,878,465	16,097,079
Danny Prosky	156,485,882	994,681	16,097,079
Mathieu B. Streiff	99,168,560	58,312,003	16,097,079
Scott A. Estes	156,000,737	1,479,826	16,097,079
Brian J. Flornes	131,491,865	25,988,698	16,097,079
Dianne Hurley	155,666,956	1,813,607	16,097,079
Marvin R. O'Quinn	156,630,288	850,275	16,097,079
Valerie Richardson	148,465,492	9,015,071	16,097,079
Wilbur H. Smith III	147,262,301	10,218,262	16,097,079

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, 2026:


Shares For	Shares Against	Shares Abstained

172,002,161	1,383,331	192,150

Proposal 3. To approve, on an advisory (non-binding) basis, the compensation paid to our named executive officers for the year ended December 31, 2025:


Shares For	Shares Against	Shares Abstained	Broker Non-Votes

152,134,858	5,019,014	326,691	16,097,079

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

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.

Date:	June 25, 2026	By:	/s/ Jeffrey T. Hanson
			Name: Jeffrey T. Hanson Title: Interim Chief Executive Officer and President

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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