NATIONAL HEALTH INVESTORS INC 8-K

What Happened

• National Health Investors, Inc. (NHI) filed an 8-K on May 29, 2026 reporting results from its 2026 Annual Meeting held May 27, 2026. As of the record date (March 27, 2026) there were 48,459,369 shares outstanding; 42,386,953 shares (≈87.46%) were present or represented by proxy, establishing a quorum.
• Seven director nominees were elected to serve until the 2027 annual meeting: Robert W. Chapin, Jr.; Tracy M.J. Colden; Lilly H. Donohue; James R. Jobe; Robert A. McCabe, Jr.; D. Eric Mendelsohn; and Candice W. Todd. The filing lists the vote counts for each nominee. The meeting also included a non-binding, advisory vote on executive compensation and ratification of the independent auditor.

Key Details

• Shares outstanding (record date): 48,459,369; shares present/represented: 42,386,953 (≈87.46%).
• Directors elected (votes FOR):
  • Robert W. Chapin, Jr.: 31,755,734 FOR
  • Tracy M.J. Colden: 31,321,632 FOR
  • Lilly H. Donohue: 32,065,111 FOR
  • James R. Jobe: 31,143,695 FOR
  • Robert A. McCabe, Jr.: 30,859,078 FOR
  • D. Eric Mendelsohn: 31,833,814 FOR
  • Candice W. Todd: 31,732,706 FOR
    (Each nominee had 8,589,653 broker non‑votes recorded.)
• Non-binding advisory vote on executive compensation: 30,921,601 FOR, 1,349,874 AGAINST, 1,525,825 ABSTENTIONS; broker non‑votes: 8,589,653.
• Auditor ratification: BDO USA, P.C. was ratified as independent registered public accounting firm (41,389,140 FOR, 954,425 AGAINST, 43,388 ABSTENTIONS).

Why It Matters

• Board continuity: Election of the seven nominees sets the Company’s board composition through the 2027 annual meeting, which affects oversight of strategy and governance.
• Executive pay signal: The advisory “say-on-pay” vote was approved by a clear majority, indicating shareholder support for the company’s executive compensation approach (note this vote is non‑binding).
• Audit continuity: Ratification of BDO USA, P.C. provides confirmation of the auditor for fiscal 2026, relevant to financial reporting and audit continuity.
• Voting participation: A high turnout (~87.5%) and substantial broker non‑votes (8,589,653) are recorded and may be relevant to how certain shares were voted on non‑routine matters.