Omega Healthcare Investors (OHI) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 6, 2025, with four key proposals: election of eight directors, ratification of Ernst & Young LLP as auditor, advisory vote on executive compensation, and approval to double authorized common shares to 700 million.

• The Board recommends voting in favor of all proposals, emphasizing the importance of additional authorized shares for investment flexibility and corporate purposes.

• The company outperformed key REIT indices in total shareholder return over 1-, 3-, 5-, and 10-year periods, maintained a $0.67/share quarterly dividend, and executed $1.1B in new investments in 2024.

Voting matters and shareholder proposals

• Proposals include electing eight incumbent directors, ratifying Ernst & Young LLP as auditor, advisory approval of executive compensation, and amending the charter to increase authorized common shares.

• The Board unanimously recommends voting FOR all proposals.

• Shareholders can vote online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• The Board consists of eight directors, seven of whom are independent; roles of Chair and CEO are separated.

• Directors bring diverse skills in leadership, accounting, real estate, healthcare, investment, and sustainability; 38% are women and two bring racial diversity.

• Annual election of directors, majority voting standard, proxy access, and annual Board evaluations are in place.

• Board committees include Audit, Compensation, Nominating & Corporate Governance, and Investment, all with independent members.