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Get filing alertsOmega Healthcare holds annual meeting; all directors elected, say-on-pay approved at 95%
Filed June 5, 2026 · Period ending June 5, 2026 · ~1 min read
Key Changes
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All eight director nominees elected with 92.9%–99.2% support of votes cast; Stephen Plavin received lowest support at 92.9% (15.3M votes against), while Kevin Jacobs received highest at 99.2%.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Say-on-pay approved with 95.2% support of votes cast (202.9M for, 10.2M against), representing 68.1% of shares outstanding and indicating strong shareholder approval of executive compensation.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Vanguard's internal realignment split its holdings across two entities: Vanguard Portfolio Management (9.1%) and Vanguard Capital Management (5.3%); combined 14.4% stake unchanged economically.
Item 8.01 — Other Events verify on EDGAR → -
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Ernst & Young ratified as 2026 auditor with 94.1% support of votes cast (240.5M for, 14.9M against), representing 80.8% of shares outstanding.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Annual meeting achieved 85.93% turnout (255.9M shares present or by proxy), establishing strong quorum for all proposals.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Omega Healthcare Investors held its 2026 annual meeting with routine outcomes across all proposals. The 85.93% shareholder turnout provided a strong quorum for voting. All eight director nominees were elected in an uncontested race, with support ranging from 92.9% to 99.2% of votes cast—well within normal ranges for routine governance matters.
The say-on-pay vote passed with 95.2% approval, indicating shareholders are comfortable with the company's executive compensation practices. Ernst & Young's reappointment as auditor was ratified with 94.1% support. Separately, the company disclosed an administrative update to its 5% beneficial ownership table following Vanguard's internal corporate realignment.
What was previously reported as a single Vanguard position is now split between Vanguard Portfolio Management (9.1%) and Vanguard Capital Management (5.3%). This is a structural change in how Vanguard reports its holdings, not a change in economic ownership or investment thesis. BlackRock remains the largest institutional holder at 10.7%. For retail holders, this filing reflects standard annual meeting business with no material governance concerns or shifts in the shareholder base.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
OHI held its 2026 annual meeting with 85.93% turnout; all directors elected, auditor ratified, say-on-pay approved.
Added in current filing · verify on EDGAR →
Kapila K. Anand 207,267,529 | 6,458,915 | 372,859 | 41,826,987 Craig R. Callen 206,030,608 | 7,709,158 | 359,537 | 41,826,987 Dr. Lisa C. Egbuonu-Davis 209,507,298 | 3,824,288 | 767,717 | 41,826,987 Barbara B. Hill 206,904,705 | 6,837,458 | 357,140 | 41,826,987 Kevin J. Jacobs 212,039,448 | 1,703,885 | 355,970 | 41,826,987 C. Taylor Pickett 211,101,005 | 2,613,356 | 384,942 | 41,826,987 Stephen D. Plavin 198,442,058 | 15,286,082 | 371,163 | 41,826,987 Burke W. Whitman 208,122,149 | 5,606,187 | 370,967 | 41,826,987
All eight director nominees were elected. Support ranged from 92.9% to 99.2% of votes cast. Stephen D. Plavin received the lowest support at 92.9% (15.3 million votes against), while Kevin J. Jacobs received the highest at 99.2%. All directors received support from approximately 66.6% to 71.2% of shares outstanding, reflecting routine approval in an uncontested election.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Vanguard Portfolio Management | 27,160,324(2) | 9.1% | 8.6% Vanguard Capital Management | 15,689,615(3) | 5.3% | 5.0% BlackRock, Inc. | 31,867,200(4) | 10.7% | 10.1%
As of April 8, 2026, the three 5% beneficial owners are BlackRock (10.7%), Vanguard Portfolio Management (9.1%), and Vanguard Capital Management (5.3%). Combined, the two Vanguard entities hold 14.4% of outstanding shares. BlackRock remains the largest single institutional holder.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify