OMEGA HEALTHCARE INVESTORS INC
For the period ended Jun 5, 2026. Filed Apr 21, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 5, 2026 · Filed Apr 21, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION**
**Washington D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of**
**the Securities Exchange Act of 1934 (Amendment No. )
Filed by Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Omega Healthcare Investors, Inc.
(Name of Registrant as Specified in Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Dear Fellow Stockholders:
It is my pleasure to invite you to the 2026 Annual Meeting of Stockholders of Omega Healthcare Investors, Inc., which will be held on Friday, June 5, 2026 at 10:00 AM EDT.
Enclosed you will find a notice setting forth the items we expect to address during the meeting and our Proxy Statement. The Proxy Statement and our Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available electronically atwww.proxyvote.com orwww.omegahealthcare.com and are first being sent to our stockholders on or about April 21, 2026.
Your vote is important to us. Even if you do not plan to attend the meeting, we hope your votes will be represented. Included in the Annual Report is our 2026 letter to stockholders, in which we discuss the progress we’ve made on our strategy, lay out our financial performance and explain how our people navigated a dynamic market environment to achieve our results.
I would like to personally thank you for your continued support of Omega Healthcare Investors as we continue to invest together in the future of this company. We look forward to engaging with our stockholders at our Annual Meeting.
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| C. Taylor PickettChief Executive OfficerApril 21, 2026303 International CircleSuite 200Hunt Valley, Maryland 21030 | |
Notice of 2026 Annual Meeting of Stockholders
| The Annual Meeting will be held:FRIDAY, JUNE 5, 2026AT 10:00 AM (EDT)It will be held virtually via live webcast at: virtualshareholdermeeting.com/OHI2026 | | Proposals:1: Election of eight members to Omega’s Board of Directors2: Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending 20263: Approval, on an advisory basis, of the compensation of the named executive officers We may also transact any other business as may properly come before the meeting or any adjournment or postponement thereof.Director Nominees: | ||
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| | | Kapila K. Anand | Craig R. Callen | Dr. Lisa C. Egbuonu-Davis |
| Barbara B. Hill | Kevin J. Jacobs | C. Taylor Pickett | ||
| Stephen D. Plavin | Burke W. Whitman | | ||
| | | Each of the director nominees presently serves as a director of Omega.Attendance:Our Board of Directors has fixed the close of business on April 8, 2026 as the record date for the determination of stockholders who are entitled to notice of and to vote at our Annual Meeting or any adjournments or postponements thereof. On or about April 21, 2026, we will first send to our stockholders our 2026 Proxy Statement and Annual Report for the year ended 2025. This year, we are again adopting a virtual format for our Annual Meeting. For further information on how to participate in the Annual Meeting via live webcast, please consult the section captioned “Quorum and Voting” on page 58 of this Proxy Statement. | ||
Your Vote is Important:
Whether or not you plan to virtually attend the meeting, please vote promptly using one of the below methods to ensure that your shares are properly voted. If you hold shares through a broker, bank or other nominee (in “street name”), you may receive a separate voting instruction form, or you may need to contact your broker, bank or other nominee to determine whether you will be able to vote electronically using the Internet or telephone.
| Scan this QR code to be directed to www.proxyvote.com | Call toll-free 1-800-690-6903 and follow the instructions | Complete, sign, date and returnyour proxy card in the enclosed envelope | Virtually attend the AnnualMeeting and vote your shares |
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By order of Omega’s Board of Directors,
C. Taylor Pickett
April 21, 2026
Hunt Valley, Maryland
Table of Contents
| Forward-Looking Statements | i | | Compensation Discussion and Analysis | 28 |
|---|---|---|---|---|
| Proxy Summary | 1 | | Section 1 – Say on Pay Advisory Vote | 28 |
| Proposal 1 - Election of Directors | 7 | | Section 2 - 2025 Achievements and Performance Results | 28 |
| Recommendation of the Board | 7 | | Section 3 - Pay for Performance Alignment | 29 |
| Vote Required for Election | 7 | | Section 4 - Summary of Executive Compensation Program and | 31 |
| Director Nominees | 7 | | Governance Practices | |
| Stock Ownership Information | 12 | | Section 5 - Components of Our Executive Compensation Program | 33 |
| Board Committees and Corporate Governance | 13 | | Section 6 - Our Compensation Decisions and Results for 2025 | 36 |
| Board of Directors and Committees of the Board | 13 | | Section 7 - Our Compensation Decisions for 2026 | 41 |
| Director Independence | 14 | | Section 8 - Other Matters | 42 |
| Board Leadership Structure | 14 | | Compensation Committee Report | 43 |
| Risk Oversight | 14 | | Executive Compensation Tables and Related Information | 44 |
| Standing Committee Information | 15 | | Summary Compensation Table | 44 |
| Identification of Director Nominees and Board Diversity | 16 | | Grants of Plan-Based Awards | 45 |
| Corporate Sustainability Oversight | 17 | | Outstanding Equity Awards at Fiscal Year End | 47 |
| Communicating with the Board of Directors and the Audit Committee | 21 | | Stock Awards Vested for 2025 | 49 |
| Policy on Related Party Transactions | 21 | | Nonqualified Deferred Compensation Activity | 50 |
| Code of Business Conduct and Ethics | 21 | | Employment Agreements | 50 |
| Insider Trading Policy | 21 | | Potential Payments Upon Termination or Change in Control | 51 |
| Stock Ownership Guidelines | 22 | | Chief Executive Officer Pay Ratio Disclosure | 54 |
| Policy on Hedging and Pledging of Company Securities | 22 | | Pay Versus Performance | 54 |
| Director Retirement Policy | 22 | | Compensation of Directors | 56 |
| Director Over-Boarding Policy | 23 | | Compensation Committee Interlocks and Insider Participation | 57 |
| Proxy Access and Universal Proxy | 23 | | Stockholder Proposals and Nominations | 58 |
| Corporate Governance Materials | 23 | | Quorum and Voting | 58 |
| Proposal 2 - Proposal to Ratify the Selection of Ernst & Young LLP as our | | | Expenses of Solicitation | 60 |
| Independent Registered Public Accounting Firm for the Year Ending | | | Householding | 60 |
| December 31, 2026 | 24 | | Other Matters | 60 |
| Recommendation of the Board | 24 | | Appendix A | A-1 |
| Vote Required for Approval | 24 | | Our Commitment to The Environment | |
| Audit Committee and Independent Auditor Matters | 24 | | 2026 Annual Meeting of Stockholders | |
| Audit Committee Report | 24 | | | |
| Independent Auditors | 25 | | | |
| Fees | 25 | | | |
| Determination of Auditor Independence | 25 | | | |
| Audit Committee’s Pre-Approval Policies | 26 | | | |
| Proposal 3 - Advisory Vote on Executive Compensation | 27 | | | |
| Recommendation of the Board | 27 | | | |
| Background on Advisory Vote | 27 | | | |
| Our Executive Compensation Program | 27 | | | |
| Proposed Vote | 27 | | | |
| Vote Required for Approval | 27 | | | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.