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Section 1: 8-K (8-K ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS)

Document


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 6, 2019 (May 3, 2019)

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 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.  [ ]

Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
 
Trading Symbol(s)
 
Name of each exchange on which registered
 
Common Stock, $0.01 par value
 
NHI
 
New York Stock Exchange





Item 5.07. Submission of Matters to a Vote of Security Holders.

(a)The Company’s annual meeting of shareholders was held on May 3, 2019 at the Embassy Suites, 1200 Conference Center Blvd., Murfreesboro, Tennessee. As of the record date, there were a total of 43,259,871 shares of Common Stock outstanding and entitled to vote at the annual meeting. At the annual meeting, 37,475,678 shares of Common Stock were represented in person or by proxy; therefore, a quorum was present.

(b)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 nominee named below was elected to serve as a member of the Board of Directors of the Company for a three-year term until the 2022 annual meeting of shareholders and until his successor is duly elected and qualified, and the voting results were as follows:
Nominee
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
James R. Jobe
 
23,259,751
 
7,000,841
 
40,234
 
7,174,852

(2)    The 2019 Stock Incentive Plan was approved with the following voting results:
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
28,436,577
 
1,762,552
 
101,697
 
7,174,852


(3) The compensation paid to NHI’s named executive officers was approved with the following voting results:
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
28,965,992
 
1,218,435
 
116,399
 
7,174,852


(4)    The selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified, and the voting results were as follows:
 
 
 
 
 
Votes For
 
Votes Against
 
Abstentions
37,014,070
 
402,611
 
58,997

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 6, 2019



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