National Health Investors (NHI) stockholders elect full board and ratify BDO

Rhea-AI Filing Summary

National Health Investors, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 27, 2026. A quorum was reached, with 42,386,953 common shares represented, or about 87.46% of the 48,459,369 shares entitled to vote as of the March 27, 2026 record date.

All seven director nominees were elected to serve until the 2027 annual meeting, each receiving significantly more votes for than against. Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

In addition, stockholders ratified the selection of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with a large majority of votes cast in favor.

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 entitled to vote: 48,459,369 shares Shares represented at meeting: 42,386,953 shares Quorum percentage: 87.46% +3 more

6 metrics

Shares entitled to vote 48,459,369 shares Common stock issued and outstanding as of March 27, 2026 record date

Shares represented at meeting 42,386,953 shares Common stock present or by proxy at 2026 annual meeting

Quorum percentage 87.46% Portion of issued and outstanding shares represented at meeting

Say-on-pay votes for 30,921,601 votes Non-binding advisory approval of executive compensation

Auditor ratification votes for 41,389,140 votes Ratification of BDO USA, P.C. for fiscal year ending December 31, 2026

Director example votes for 32,065,111 votes Votes for nominee Lilly H. Donohue

Key Terms

broker non-votes, non-binding, advisory vote, independent registered public accounting firm, record date

4 terms

broker non-votes financial

"Nominee | Votes For | Votes Against | Abstentions | 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.

non-binding, advisory vote financial

"Non-Binding, Advisory Vote on Executive Compensation The compensation paid"

independent registered public accounting firm financial

"Ratification of Independent Registered Public Accounting Firm The selection of BDO USA, P.C."

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.

record date financial

"As of the close of business on March 27, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/29/2026 - 05:06 PM Learn about SEC filing dates

FAQ

What did National Health Investors (NHI) stockholders vote on at the 2026 annual meeting?

Stockholders elected seven directors, approved executive compensation on a non-binding basis, and ratified BDO USA, P.C. as auditor. These proposals cover board composition, pay practices, and the independent registered public accounting firm for the 2026 fiscal year.

How many National Health Investors shares were eligible to vote at the 2026 meeting?

A total of 48,459,369 shares of common stock were issued, outstanding, and entitled to vote as of March 27, 2026. This record date share count defined which stockholders could participate in the 2026 Annual Meeting of Stockholders.

Was there a quorum at National Health Investors’ 2026 Annual Meeting of Stockholders?

Yes, there was a quorum. 42,386,953 shares of common stock were present or represented by proxy, representing approximately 87.46% of the shares entitled to vote, allowing all scheduled business to be conducted at the meeting.

Were all director nominees elected at National Health Investors’ 2026 annual meeting?

All seven nominees, including Robert W. Chapin Jr., Tracy M.J. Colden, Lilly H. Donohue, and others, were elected. Each received substantially more votes for than against, with additional broker non-votes recorded but not affecting the election outcomes.

Did National Health Investors stockholders approve executive compensation in 2026?

Yes. The advisory vote on executive compensation received 30,921,601 votes for, 1,349,874 votes against, and 1,525,825 abstentions, with 8,589,653 broker non-votes. This non-binding result indicates stockholder support for the company’s named executive officer pay packages.

Which audit firm did National Health Investors stockholders ratify for fiscal 2026?

Stockholders ratified BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 41,389,140 votes for, 954,425 votes against, and 43,388 abstentions, reflecting strong support.

0000877860FALSE00008778602026-05-272026-05-27

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 Reported): May 27, 2026

National Health Investors, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-10822

62-1470956

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

222 Robert Rose Drive,

Murfreesboro, TN 37129

(Address of principal executive offices)

(615) 890-9100

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year,

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 (see General Instruction A.2. below):

☐			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

NHI

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 May 27, 2026, National Health Investors, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on March 27, 2026, the record date for the Annual Meeting, 48,459,369 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), were issued and outstanding and entitled to vote. There were 42,386,953 shares of Common Stock present or represented by proxy at the Annual Meeting, which represented approximately 87.46% of the issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business.

Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting and the final voting results on each such matter.

Proposal 1 – Election of Directors

The nominees named below were elected to serve as members of the Board of Directors of the Company until the 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified or until their earlier death, resignation or removal, and the voting results were as follows:

Nominee						Votes For						Votes Against						Abstentions						Broker Non-Votes
Robert W. Chapin, Jr.						31,755,734						845,203						1,196,363						8,589,653
Tracy M.J. Colden						31,321,632						988,107						1,487,561						8,589,653
Lilly H. Donohue						32,065,111						125,949						1,606,240						8,589,653
James R. Jobe						31,143,695						1,457,966						1,195,639						8,589,653
Robert A. McCabe, Jr.						30,859,078						1,740,528						1,197,694						8,589,653
D. Eric Mendelsohn						31,833,814						497,876						1,465,610						8,589,653
Candice W. Todd						31,732,706						418,367						1,646,227						8,589,653

Proposal 2 – Non-Binding, Advisory Vote on Executive Compensation

The compensation paid to the Company’s named executive officers was approved, on a non-binding, advisory basis, and the voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
30,921,601						1,349,874						1,525,825						8,589,653

Proposal 3 – Ratification of Independent Registered Public Accounting Firm

The selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, and the voting results were as follows:

Votes For						Votes Against						Abstentions
41,389,140						954,425						43,388

SIGNATURE

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 thereunto duly authorized.

			NATIONAL HEALTH INVESTORS, INC.
			By:			/s/ John L. Spaid
			Name:			John L. Spaid
			Title:			Chief Financial Officer

Date: May 29, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB