National Health Investors Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$NHI
Real Estate Investment Trusts
Real Estate
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 21, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 | |||||||||||||||||||||||||||
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 21, 2025, National Health Investors, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on March 28, 2025, the record date for the Annual Meeting, 46,693,091 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 37,475,370 shares of Common Stock present or represented by proxy at the Annual Meeting, which represented approximately 80.26% 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 reported by the independent inspector of elections, First Coast Results, Inc., on each such matter.
Proposal 1 – Election of Directors
Company’s Nominees | Votes For | Votes Withheld | Broker Non-Votes | ||||||||||||||
Robert G. Adams | 17,307,891 | 18,697,273 | 1,470,206 | ||||||||||||||
Robert W. Chapin, Jr. | 33,871,898 | 2,130,384 | 1,473,088 | ||||||||||||||
James R. Jobe | 19,401,405 | 16,603,742 | 1,470,223 | ||||||||||||||
Candice W. Todd | 33,866,964 | 2,138,138 | 1,470,268 | ||||||||||||||
Land & Building’s Nominees | Votes For | Votes Withheld | Broker Non-Votes | ||||||||||||||
James Hoffmann | 16,833,171 | 19,135,317 | 1,506,882 | ||||||||||||||
A. Adam Troso | 15,827,754 | 20,137,894 | 1,509,722 | ||||||||||||||
The four directors elected at the Annual Meeting are Robert G. Adams, Robert W. Chapin, Jr., James R. Jobe and Candice W. Todd. These directors were elected to serve until the Company’s 2026 Annual Meeting of Stockholders and until their respective successors are elected and qualified or until their earlier death, resignation or removal.
Proposal 2 – Amendment to the Company’s Articles of Incorporation to declassify the Board of Directors. The Amendment to the Company’s Articles of Incorporation to declassify the Board of Directors of the Company was approved based on the following vote:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
34,044,131 | 987,148 | 1,023,686 | 1,420,405 | |||||||||||||||||
Proposal 3 – Approve, on an advisory basis, the compensation paid to the Company’s named executive officers. The compensation paid to the Company’s named executive officers was approved, on a non-binding advisory basis, based on the following vote:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
33,152,158 | 1,490,952 | 1,411,851 | 1,420,409 | |||||||||||||||||
Proposal 4 – Ratify the Audit Committee’s selection of BDO USA, P.C. The selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified based on the following vote:
Votes For | Votes Against | Abstentions | ||||||||||||
36,578,472 | 607,989 | 288,909 | ||||||||||||
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: Principal Financial Officer
Date: May 28, 2025