OMEGA HEALTHCARE INVESTORS INC
For the period ended Jun 6, 2025. Filed Apr 22, 2025.
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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 6, 2025 · Filed Apr 22, 2025
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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 2025 Annual Meeting of Stockholders of Omega Healthcare Investors, Inc., which will be held on Friday, June 6, 2025 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, 2024, are available electronically atwww.proxyvote.com orwww.omegahealthcare.com and are first being sent to our stockholders on or about April 22, 2025.
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 2025 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 22, 2025303 International CircleSuite 200Hunt Valley, Maryland 21030 | |
Notice of 2025 Annual Meeting of Stockholders
| The Annual Meeting will be held:FRIDAY, JUNE 6, 2025AT 10:00 AM (EDT)It will be held virtually via live webcast at: virtualshareholdermeeting.com/OHI2025 | Proposals:1: Election of eight members to Omega’s Board of Directors2: Ratification of the selection of Ernst & Young LLP as our independent auditor for fiscal year 20253: Advisory vote on executive compensation4. Approval of the Amendment to our Charter to increase the number of authorized shares of our common stock. 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 9, 2025 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 22, 2025, we will first send to our stockholders our 2025 Proxy Statement and Annual Report to Stockholders for fiscal year 2024. 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 63 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.
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| 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 return your proxy card in the enclosed envelope | Virtually attend the Annual Meeting and vote your shares |
By order of Omega’s Board of Directors,
C. Taylor Pickett
April 22, 2025
Hunt Valley, Maryland
Table of Contents
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|---|---|---|---|---|
| Forward-Looking Statements | | | Vote Required for Approval | 28 |
| Proxy Summary | 1 | | Proposal 4 - Amendment to Our Charter to Increase the Number of | |
| Proposal 1 - Election of Directors | 7 | | Authorized Shares of our Common Stock | 29 |
| Recommendation of the Board | 7 | | Recommendation of the Board | 29 |
| Vote Required for Election | 7 | | Vote Required for Approval | 29 |
| Director Nominees | 8 | | Purpose and Effect of Amendment | 29 |
| Stock Ownership Information | 12 | | Potential Adverse Effects of the Amendment | 30 |
| Board Committees and Corporate Governance | 14 | | Form of the Amendment | 30 |
| Board of Directors and Committees of the Board | 14 | | Effectiveness of the Amendment | 30 |
| Director Independence | 15 | | Compensation Discussion and Analysis | 31 |
| Board Leadership Structure | 15 | | Section 1 – Say on Pay Advisory Vote | 31 |
| Risk Oversight | 15 | | Section 2 - 2024 Achievements and Performance Results | 31 |
| Standing Committee Information | 16 | | Section 3 - Pay for Performance Alignment | 32 |
| Identification of Director Nominees and Board Diversity | 17 | | Section 4 - Summary of Executive Compensation Program and Governance Practices | 34 |
| Corporate Sustainability Oversight | 19 | | Section 5 - Components of Our Executive Compensation Program | 38 |
| Communicating with the Board of Directors and the Audit | 22 | | Section 6 - Our Compensation Decisions and Results for 2024 | 40 |
| Committee | 22 | | Section 7 - Our Compensation Decisions for 2025 | 46 |
| Policy on Related Party Transactions | 22 | | Section 8 - Other Matters | 47 |
| Code of Business Conduct and Ethics | 23 | | Compensation Committee Report | 48 |
| Insider Trading Policy | 23 | | Executive Compensation Tables and Related Information | 49 |
| Stock Ownership Guidelines | 23 | | Summary Compensation Table | 49 |
| Policy on Hedging and Pledging of Company Securities | 24 | | Grants of Plan-Based Awards | 50 |
| Director Retirement Policy | 24 | | Outstanding Equity Awards at Fiscal Year End | 52 |
| Director Over-Boarding Policy | 24 | | Stock Awards Vested for 2024 | 54 |
| Proxy Access and Universal Proxy | 24 | | Nonqualified Deferred Compensation Activity | 54 |
| Corporate Governance Materials | 24 | | Employment Agreements | 55 |
| Proposal 2 - Proposal to Ratify the Selection of Ernst & Young LLP as our | | | Potential Payments Upon Termination or Change in Control | 56 |
| Independent Auditor for Fiscal Year 2025 | 25 | | Chief Executive Officer Pay Ratio Disclosure | 58 |
| Recommendation of the Board | 25 | | Pay Versus Performance | 58 |
| Vote Required for Approval | 25 | | Compensation of Directors | 60 |
| Audit Committee and Independent Auditor Matters | 26 | | Compensation Committee Interlocks and Insider | 62 |
| Audit Committee Report | 26 | | Participation | 62 |
| Independent Auditors | 27 | | Stockholder Proposals and Nominations | 63 |
| Fees | 27 | | Quorum and Voting | 63 |
| Determination of Auditor Independence | 27 | | Expenses of Solicitation | 65 |
| Audit Committee’s Pre-Approval Policies | 27 | | Delinquent Section 16(A) Reports | 65 |
| Proposal 3 - Advisory Vote on Executive Compensation | 28 | | Householding | 65 |
| Recommendation of the Board | 28 | | Other Matters | 66 |
| Background on Advisory Vote | 28 | | Our Commitment to The Environment | 67 |
| Our Executive Compensation Program | 28 | | 2025 Annual Meeting of Stockholders | 67 |
| Proposed Vote | 28 | | | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.