Omega Healthcare Investors, Inc. (OHI)
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AGM 2026

Jun 5, 2026

Summary

The meeting saw all board nominees elected, auditor ratified, and executive compensation approved. Management discussed the strategic sale of Communicare assets and addressed dividend policy, noting ongoing board review but no set timeline for increases.

Operator

Host for today's call is Taylor Pickett, Chief Executive Officer. I will now turn the call over to your host. Mr. Pickett, you may begin.

Taylor Pickett
CEO, Omega Healthcare Investors

Good morning, stockholders. I'm Taylor Pickett, Chief Executive Officer of Omega Healthcare Investors. I will be presiding as chair of the meeting today. I'm very pleased to welcome you to Omega's annual meeting of stockholders, which we are again hosting in a virtual format this year. Stockholders may submit questions at any time during this meeting using the Q&A tool located in the virtual meeting room. I would like to introduce to you the senior members of the company's executive team who are present today. Our Chief Investment Officer, Vikas Gupta, our Chief Legal Officer, Gail Makode, our Chief Accounting Officer, Neil Bellew. I would also like to recognize Mary-Kate Frederico of Ernst & Young, which completed the independent audit of the company's financial statements for the year ended December 31st, 2025. Ms. Frederico is also available to answer questions. The meeting will now come to order.

We will proceed with the formal business of the meeting as set forth in the notice of annual meeting. On this website, you have access to the meeting agenda and meeting rules. Please take a moment to familiarize yourself with the agenda and rules. After the formal business of the meeting has been concluded and the voting results have been announced, we will have a question and answer period with the company's executive team and Ernst & Young. We will also provide you an opportunity to ask questions following the announcement of the proposals to be voted on at this meeting. I've appointed Gail Makode to serve as the Inspector of Elections for this meeting. She will also act as parliamentarian. All persons who have not yet filed their proxy should file them at this time with Ms. Makode.

I will now ask Ms. Makode to give us a report on the notice for this annual meeting and tell us whether a quorum is present today.

Gail D. Makode
Chief Legal Officer and General Counsel, Omega Healthcare Investors

I have an affidavit from Broadridge Financial Solutions certifying as to the giving of notice of this meeting and the sending to stockholders of record as of the close of business on the record date, April 8, 2026, the notice of Internet availability of proxy materials. All of which Broadridge Financial Solutions commenced distributing to stockholders on April 21, 2026. This affidavit will be filed with the minutes of this meeting. Electronic copies of the proxy materials, including the 2026 annual report and proxy statement, are available on the website used to access this meeting, as well as Omega's website. A total of 297,799,835 shares of common stock were outstanding as of the record date.

Holders of approximately 85.93% of the outstanding shares of common stock are present virtually, in person, or represented by proxy. Thus, a quorum is present, and this meeting is validly constituted.

Taylor Pickett
CEO, Omega Healthcare Investors

Thank you. Since the requirements for calling and convening this meeting have been duly observed, I hereby declare this meeting to be duly constituted for the transaction of the business set forth in the notice of the annual meeting of stockholders. We will now proceed with voting on the matters that are presented for consideration by stockholders. The time is now 10:03 A.M., and the polls for voting at this annual meeting of stockholders are now open. All stockholders of record as of the record date have the ability to vote online if they've logged in using the unique 16-digit control number contained in their proxy materials. If you've already voted by proxy, it is not necessary to vote at this time unless you want to change your vote.

If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so at this time via the voting tool in the virtual meeting room. I will now review each of the proposals to be voted on at this meeting. If you have a question or comment on any of the proposals, please submit it through the Q&A tool in the virtual meeting platform. Proposal one is the election of following eight nominees for the Board of Directors: Kapila Anand, Craig Callen, Dr. Lisa Egbuonu-Davis, Barbara Hill, Kevin Jacobs, Taylor Pickett, Stephen Plavin, Burke Whitman. Proposal two is the ratification of the selection of EY as Omega's independent registered public accounting firm for the year ended December 31, 2026. Proposal three is a non-binding advisory vote on the compensation of Omega's executive officers.

Are there any questions or comments on any of these proposals brought before the meeting? As there are no questions, I will now close the polls. The time is now 10:04 A.M., and the polls for voting at this annual meeting of stockholders are now closed. Since all the votes have been cast, and since a majority of the votes were cast by proxy and counted prior to the meeting, we will now hear the report of the Inspector of Elections for the meeting regarding the preliminary results of the voting. Ms. Makode, may we please have the results of the voting?

Gail D. Makode
Chief Legal Officer and General Counsel, Omega Healthcare Investors

As Inspector of Elections, I report that each of the nominees to the board of directors named in the proxy statement have been elected to Omega's board of directors for a term through the 2027 annual meeting of stockholders, and until their respective successors have been duly elected and qualified. Also, the selection of Ernst & Young as Omega's independent registered public accounting firm for the year ending December 31, 2026 has been ratified, and the non-binding advisory vote on the compensation of our executive officers has been approved. Although this proposal is not binding on the company, the board of directors will take the recommendation of our stockholders into account when it considers future executive compensation arrangements. An Inspector's report certifying the results of the meeting will be filed with the minutes of this meeting.

Taylor Pickett
CEO, Omega Healthcare Investors

That concludes the official business for the meeting. I declare the 2026 annual meeting of stockholders of Omega Healthcare Investors, Inc. adjourned. Now that the official business of the meeting is complete, we will address questions or comments for up to 15 minutes. I see that we have two questions in our portal. The first question is the rationale behind the sale of the Communicare assets. I would say that that sale represents an opportunistic sale that provided a number of benefits to the company. The first just being the sale price. The cap rate on the Communicare cash flows was in the mid-sixes, which is very strong pricing. In addition, we were able to improve the Communicare credit. We feel like we'll be able to put those proceeds back to work in a timely fashion. Overall, very good transaction for the company.

The second question is, when will we be increasing the dividends? I will note that that's a board decision. It's something we talk about at every board meeting. As we continue to grow FAD, it becomes more of an issue during the board meetings, this time we can't predict when that will happen. Any further questions, David?

Operator

No.

Taylor Pickett
CEO, Omega Healthcare Investors

As I see there are no more questions or comments, I'd like to thank you for your attendance this morning.

Operator

This now concludes the meeting. Thank you for joining, and have a pleasant day.