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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):
October 1, 2026
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. |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
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¨ |
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. |
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. ¨
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 |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
As previously disclosed, effective October
1, 2026, the Board of Directors (the “Board”) of Omega Healthcare Investors, Inc. (the “Company”) appointed
Matthew P. Gourmand, the Company’s President, to serve as the Company’s President and Chief Executive Officer, to succeed
C. Taylor Pickett as Chief Executive Officer upon Mr. Pickett’s retirement. In connection therewith, also effective October
1, 2026, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Mr. Gourmand as
a director of the Company to fill the vacancy created by Mr. Pickett’s retirement from the Board for the remaining term of Mr. Pickett’s
directorship expiring in 2027. Mr. Pickett’s retirement is not the result of any disagreement with the Company on any matter related
to the Company’s operations, policies or practices. Following Mr. Gourmand’s appointment, the number of directors constituting
the entire Board remains at eight. As of the time of this filing, the Board does not expect to appoint Mr. Gourmand to any committees
of the Board.
Mr. Gourmand (age 51) has served as
the Company’s President since January 1, 2025. Prior to that, Mr. Gourmand had served as the Company’s Senior Vice President
of Corporate Strategy & Investor Relations since January 2021 and, prior to that, as the Company’s Senior Vice
President of Investor Relations since October 2017. Prior to joining the Company, Mr. Gourmand spent ten
years as an equity portfolio manager at Millennium Partners and Stevens Capital Management, three years as an equity research analyst
at UBS and six years in the audit department of Deloitte, where he qualified as a Chartered Accountant and a Certified Public Accountant.
He earned an LLB in Law from University College, London, and holds the Chartered Financial Analyst designation.
Mr. Gourmand does not have any family
relationship with any director, executive officer or person chosen to become a director or executive officer of the Company, and there
are no arrangements or understandings between Mr. Gourmand and any other person(s) pursuant to which he was selected to become
an officer or director of the Company. There are no related party transactions between Mr. Gourmand and the Company required to be
disclosed under Item 404(a) of Regulation S-K. Mr. Gourmand will not receive any separate compensation for his service as a director
beyond the compensation provided under his employment agreement with the Company.
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.
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OMEGA HEALTHCARE INVESTORS, INC. |
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|
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|
|
| Dated: October 1, 2026 |
By: |
/s/ Gail D. Makode |
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|
Gail D. Makode |
| |
|
Chief Legal Officer, General Counsel |
