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):
May 9, 2017 (May 8, 2017)
NATIONAL HEALTH INVESTORS, INC.
(Exact name of registrant as specified in its charter)
Maryland (State or other jurisdiction of incorporation) | 001-10822 (Commission File Number) | 62-1470956 (IRS Employer Identification No.) | ||
222 Robert Rose Drive, Murfreesboro, TN 37129
(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/A 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) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.
The Company’s annual meeting of shareholders was held on May 8, 2017 at the Embassy Suites, 1200 Conference Center Blvd., Murfreesboro, Tennessee. As of the record date, there were a total of 40,116,926 shares of Common Stock outstanding and entitled to vote at the annual meeting. At the annual meeting, 35,482,938 shares of Common Stock were represented in person or by proxy; therefore, a quorum was present.
(a)Set forth below are the matters acted upon by the Company’s shareholders at the annual meeting and the final voting results on each such matter.
(1) The nominees named below were elected to serve as members of the Board of Directors of the Company for a three-year term until the 2020 annual meeting of shareholders and until their successors are duly elected and qualified, and the voting results were as follows:
Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
W. Andrew Adams | 24,139,465 | 3,566,467 | 738,041 | 7,038,965 | ||||
Robert A. McCabe, Jr. | 24,221,000 | 3,676,802 | 546,171 | 7,038,965 | ||||
(2) The compensation paid to NHI’s named executive officers was approved with the following voting results:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
27,443,289 | 378,596 | 622,088 | 7,038,965 | |||
(3) A one year frequency of the advisory vote on the compensation of executive officers was approved by the shareholders, with the following results:
One Year | Two Years | Three Years | Abstentions | |||
22,439,746 | 134,072 | 5,265,519 | 604,636 | |||
The results of the shareholder vote with respect to the frequency of the advisory vote on executive compensation were consistent with the recommendation of the Company's Board of Directors that such vote be held every year. Accordingly, the Company will hold an annual advisory say-on-pay vote until the next required vote on the frequency of shareholder votes on the compensation of executives.
(4) The selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified, and the voting results were as follows:
Votes For | Votes Against | Abstentions | ||
34,463,064 | 129,101 | 890,773 | ||
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/Roger Hopkins
Name: Roger Hopkins
Title: Principal Accounting Officer
Date: May 8, 2017