Item 5. Other Information
Item 5 – Other Information
On July 22, 2021, the Board of Directors revised the Company’s compensation program for non-employee directors to consist of the following components effective as of June 4, 2021:
● annual cash retainer of $75,000 payable in quarterly installments of $18,750 on or about August 15, November 15, February 15 and May 15; provided, however, that each director may elect each year to receive the retainer in common stock (or at the director’s option, a number of profits interest units with equivalent value) to be included in the annual equity grant described below;
● annual grant as of the date of the annual meeting of a number of shares of restricted common stock determined by dividing $150,000 by the fair market value per share of common stock on the date of grant (or at the director’s option, a number of profits interest units with equivalent value), vesting based on the director’s continuing service until the date of the next succeeding annual meeting of stockholders (subject to 100% acceleration upon death, disability, change in control or any other event that in the discretion of the Compensation Committee of the Board of Directors is deemed to be an appropriate basis for acceleration);
● Chair of the Board of Directors: $120,000 annual payment, of which 50% will be added to, and treated as part of, the annual equity grant;
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● Additional annual cash payments for committee service:
Committee
Chair
Member
Audit Committee
$25,000
$ 12,500
Compensation Committee
$20,000
$ 9,000
Nominating and Corporate Governance Committee
$20,000
$ 7,500
Investment Committee
$20,000
$ 7,500
● $1,500 per meeting for attendance at each meeting of the Board of Directors or committee of the Board of Directors in excess of the following number of meetings during the year of a director’s term:
Board/Committee
Number of Meetings
Board of Directors
10
Audit Committee
6
Compensation Committee
6
Nominating and Corporate Governance Committee
5
Investment Committee
5
The non-employee directors may elect to have all annual cash retainers (i.e., the annual cash retainer paid quarterly, the Chair of the Board of Directors cash fee, the committee chair fee and the committee member fees described above): (a) paid in cash, (b) added to the annual equity grant that is normally subject to one-year vesting, or (c) deferred and paid in cash in the future.
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Item 6–Exhibits
Exhibit No.
3.1
Amended and Restated Bylaws of Omega Healthcare Investors, Inc. as of April 8, 2021 (incorporated by reference to Exhibit 3.1 on the Company’s Form 8-K, filed on April 14, 2021).
10.1
Credit Agreement, dated as of April 30, 2021, among Omega Healthcare Investors, Inc., certain subsidiaries of Omega Healthcare Investors, Inc. identified therein as guarantors, the lenders named therein and Bank of America, N.A., as administrative agent for such lenders (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 4, 2021).
10.2
Credit Agreement, dated as of April 30, 2021, among OHI Healthcare Properties Limited Partnership, the lenders named therein and Bank of America, N.A., as administrative agent for such lenders (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on May 4, 2021).
22.1
Subsidiary guarantors of guaranteed securities (incorporated by reference to Exhibit 22.1 to the Company’s Form 10-Q for the quarter ended March 31, 2021).
31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Omega Healthcare Investors, Inc.*
31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Omega Healthcare Investors, Inc.*
32.1
Section 1350 Certification of the Chief Executive Officer of Omega Healthcare Investors, Inc.*
32.2
Section 1350 Certification of the Chief Financial Officer of Omega Healthcare Investors, Inc.*
101
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101).
* Exhibits that are filed herewith.
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SIGNATURES
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.
OMEGA HEALTHCARE INVESTORS, INC.
Registrant
Date: August 3, 2021
By:
/S/ C. TAYLOR PICKETT
C. Taylor Pickett
Chief Executive Officer
Date: August 3, 2021
By:
/S/ ROBERT O. STEPHENSON
Robert O. Stephenson
Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.