Omega Healthcare details 2026 vote and ownership

Omega Healthcare Investors, Inc. held its 2026 Annual Meeting of Stockholders, where 255,926,290 shares were represented, about 85.93% of shares outstanding as of the record date.

Rhea-AI Filing Summary

Omega Healthcare Investors, Inc. held its 2026 Annual Meeting of Stockholders, where 255,926,290 shares were represented, about 85.93% of shares outstanding as of the record date. Stockholders elected all eight director nominees, ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026, and approved Omega’s executive compensation on an advisory basis.

The company also updated information on large stockholders. As of April 8, 2026, filings show Vanguard Portfolio Management beneficially owning 27,160,324 shares (9.1% of the class), Vanguard Capital Management 15,689,615 shares (5.3%), and BlackRock, Inc. 31,867,200 shares (10.7%).

8-K Event Classification

2 items: 5.07, 8.01

2 items

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.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Shares represented at meeting: 255,926,290 shares Meeting participation rate: 85.93% Auditor ratification votes for: 240,521,117 votes +4 more

7 metrics

Shares represented at meeting 255,926,290 shares Present in person or by proxy at 2026 Annual Meeting

Meeting participation rate 85.93% Percentage of total outstanding common stock at record date

Auditor ratification votes for 240,521,117 votes Ernst & Young LLP ratification for year ending December 31, 2026

Say-on-pay votes for 202,883,780 votes Advisory vote approving executive compensation

Vanguard Portfolio Management stake 27,160,324 shares (9.1%) Beneficial ownership of common stock as of April 8, 2026

Vanguard Capital Management stake 15,689,615 shares (5.3%) Beneficial ownership of common stock as of April 8, 2026

BlackRock stake 31,867,200 shares (10.7%) Beneficial ownership of common stock as of April 8, 2026

Key Terms

broker non-votes, advisory vote on executive compensation, beneficial ownership, Schedule 13G, +1 more

5 terms

broker non-votes financial

"BROKER NON-VOTES Kapila K. Anand ... 41,826,987"

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.

advisory vote on executive compensation financial

"Proposal 3: Advisory Vote on Executive Compensation"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

beneficial ownership financial

"beneficial ownership of the Company’s common stock as of April 8, 2026"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Schedule 13G regulatory

"Schedule 13G filings with respect to the Company’s common stock"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

independent registered public accounting firm regulatory

"Ernst & Young LLP as Omega’s 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Omega Healthcare Investors (OHI) stockholders vote on at the 2026 Annual Meeting?

Stockholders elected eight directors, ratified Ernst & Young LLP as independent auditor for 2026, and approved Omega Healthcare’s executive compensation on an advisory basis. All proposals received sufficient support based on shares present or represented by proxy.

How many Omega Healthcare (OHI) shares were represented at the 2026 Annual Meeting?

A total of 255,926,290 Omega Healthcare common shares were present in person or by proxy, representing approximately 85.93% of the outstanding common stock as of the record date. This level of turnout indicates broad participation in the voting process.

Who are the largest beneficial owners of Omega Healthcare (OHI) stock as of April 8, 2026?

As of April 8, 2026, Vanguard Portfolio Management reported beneficial ownership of 27,160,324 shares, Vanguard Capital Management 15,689,615 shares, and BlackRock, Inc. 31,867,200 shares. Each entity holds more than 5% of Omega Healthcare’s outstanding common stock.

What percentage of Omega Healthcare (OHI) did BlackRock own as of April 8, 2026?

BlackRock, Inc. reported beneficial ownership of 31,867,200 Omega Healthcare shares, equal to 10.7% of the common stock and 10.1% on a common stock equivalents basis. This makes BlackRock one of the company’s largest institutional stockholders.

How did stockholders vote on Omega Healthcare (OHI) executive compensation in 2026?

For the advisory vote on executive compensation, 202,883,780 shares were cast in favor, 10,248,851 against, and 966,672 abstained, with 41,826,987 broker non-votes. The results show stockholder approval of the company’s executive pay program on a non-binding basis.

Which auditor did Omega Healthcare (OHI) stockholders ratify for 2026?

Stockholders ratified Ernst & Young LLP as Omega Healthcare’s independent registered public accounting firm for the year ending December 31, 2026, with 240,521,117 votes for, 14,949,017 against, and 456,156 abstentions. There were no broker non-votes on this proposal.

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

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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 5, 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.

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

¨ 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.

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

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 5, 2026, Omega Healthcare Investors, Inc. (“Omega” or the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the holders of 255,926,290 shares of Omega’s common stock were present in person or represented by proxy, representing approximately 85.93% of the total outstanding common stock as of the record date for the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1: Election of Directors

	FOR	AGAINST	ABSTENTIONS	BROKER NON-VOTES
Kapila K. Anand	207,267,529	6,458,915	372,859	41,826,987
Craig R. Callen	206,030,608	7,709,158	359,537	41,826,987
Dr. Lisa C. Egbuonu-Davis	209,507,298	3,824,288	767,717	41,826,987
Barbara B. Hill	206,904,705	6,837,458	357,140	41,826,987
Kevin J. Jacobs	212,039,448	1,703,885	355,970	41,826,987
C. Taylor Pickett	211,101,005	2,613,356	384,942	41,826,987
Stephen D. Plavin	198,442,058	15,286,082	371,163	41,826,987
Burke W. Whitman	208,122,149	5,606,187	370,967	41,826,987

Proposal 2: Proposal to Ratify the Selection of Ernst & Young LLP as Omega’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2026

For	Against	Abstentions	Broker Non-Votes
240,521,117	14,949,017	456,156	Not applicable

Proposal 3: Advisory Vote on Executive Compensation

For	Against	Abstentions	Broker Non-Votes
202,883,780	10,248,851	966,672	41,826,987

Each of the director nominees was elected, the selection of Ernst & Young LLP was ratified and Omega’s executive compensation was approved on an advisory basis.

Item 8.01 Other Events.

The Company is providing updated information regarding the beneficial ownership of its common stock by directors, executive officers, and holders of more than 5% of the Company’s outstanding shares. On March 27, 2026, The Vanguard Group filed an amendment to its Schedule 13G reporting that it no longer had, or was deemed to have, beneficial ownership of the Company’s shares based on an internal corporate realignment. After the Company filed its proxy statement for the Annual Meeting, two affiliated entities of The Vanguard Group reported beneficial ownership, on a disaggregated basis, of more than 5% of the Company’s outstanding common stock. The Company has determined to update the beneficial ownership information for all persons known to the Company to be the beneficial owner of more than 5% of the Company’s outstanding common stock to reflect the most current Schedule 13G filings available as of the date of this report.

Based on this information and Schedule 13G filings with respect to the Company’s common stock, the beneficial ownership of the Company’s common stock as of April 8, 2026, for all persons known to the Company to be the beneficial owner of more than 5% of the Company’s outstanding common stock, is set forth in the following table:

	Common Stock  Beneficially Owned(1)
	Number of Shares	Percentage of Class	Percent of Class Including Common Stock Equivalents(1)
5% Beneficial Owners:
Vanguard Portfolio Management	27,160,324(2)	9.1%	8.6%
Vanguard Capital Management	15,689,615(3)	5.3%	5.0%
BlackRock, Inc.	31,867,200(4)	10.7%	10.1%

(1) As of April 8, 2026, there were 297,799,835 shares of common stock outstanding and no preferred stock outstanding, as well as 16,284,278 common stock equivalents (including OP Units) outstanding.

(2) Based on a Schedule 13G filed with the SEC on April 29, 2026, Vanguard Portfolio Management, including on behalf of certain affiliates, reported sole voting power with respect to 37,207 shares and sole dispositive power with respect to 27,160,324 shares. Vanguard Portfolio Management is located at 100 Vanguard Blvd, Malvern, PA, 19355.

(3) Based on a Schedule 13G filed with the SEC on April 30, 2026, Vanguard Capital Management, including on behalf of certain affiliates, reported sole voting power with respect to 2,455,494 shares and sole dispositive power with respect to 15,689,615 shares. Vanguard Capital Management is located at 100 Vanguard Blvd, Malvern, PA, 19355.

(4) Based on a Schedule 13G/A filed with the SEC on April 30, 2025, BlackRock, Inc., including on behalf of certain subsidiaries, reported sole voting power with respect to 30,899,385 shares and sole dispositive power with respect to 31,867,200 shares. BlackRock, Inc. is located at 50 Hudson Yards, New York, NY 10001.

[The balance of this page intentionally left blank]

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.

	OMEGA HEALTHCARE INVESTORS, INC.
Dated: June 5, 2026	By:	/s/ Gail D. Makode
		Gail D. Makode
		Chief Legal Officer, General Counsel

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB