📄 What This Document Is 📜

This document is a Definitive Proxy Statement (DEF 14A), which is essentially a comprehensive informational package. Think of it as a roadmap for the company’s annual meeting, detailing how the company is governed and what stockholders are voting on. The purpose is to provide every shareholder with all the information needed to make an informed decision at the upcoming Annual Meeting of Stockholders.

👉 The meeting itself is scheduled for Friday, June 5, 2026, at 10:00 AM EDT, and it will be held virtually. The materials are being sent to stockholders on or about April 21, 2026.

🏢 Who Omega Healthcare Investors Is 🏥

In simple terms, Omega Healthcare Investors (OHI) is a company focused on the healthcare real estate sector. While the filing doesn't detail its specific business model, it operates within the healthcare industry, focusing its investments and management efforts on physical properties and related services.

👉 The company’s physical address for corporate communications is 303 International Circle, Suite 200, Hunt Valley, Maryland 21030.

🏛️ Key Votes & Proposed Changes 🗳️

The primary purpose of this statement is to ask stockholders for approval on several key governance issues. It acts as a voting guide, ensuring shareholders know what they are approving when they cast their ballots.

Election of Directors: Stockholders will vote to elect eight members to Omega’s Board of Directors. The Board recommends the current slate of nominees.
Ratification of Independent Auditor: Shareholders are asked to vote on ratifying the selection of Ernst & Young LLP (EY) as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Executive Compensation: Stockholders are asked to approve, on an advisory basis, the compensation of the named executive officers (this is often called a "Say-on-Pay" vote).

👉 Why this matters: These proposals determine the core leadership, the people responsible for overseeing the financial books, and how executive pay is structured—all critical components of the company's long-term health and accountability.

👥 Meet the Board of Directors 🧑‍🏫

The Board of Directors is the body responsible for overseeing the company's management and setting its strategic direction. The Proxy Statement provides detailed biographies and specific expertise for each of the director nominees, including Kapila K. Anand, Craig R. Callen, Dr. Lisa C. Egbuonu-Davis, Barbara B. Hill, Kevin J. Jacobs, C. Taylor Pickett, Stephen D. Plavin, and Burke W. Whitman.

Diversity and Leadership: The Board is diverse, with 38% of nominees being women. The directors range in age from 53 to 73, with the average age being 67.
Key Expertise: The directors bring deep expertise across finance and healthcare, including:
- Craig R. Callen: Expertise in financial and operating aspects within the healthcare industry, having previously served at Aetna Inc. and holding board roles with other healthcare REITs.
- Barbara B. Hill: Years of experience serving as a director or CEO of healthcare-related companies, including work with managed behavioral health services and institutional pharmacy companies.
- Kevin J. Jacobs: Significant background managing both public and private companies, specifically bringing knowledge of the hospitality and real estate investment sector.
- C. Taylor Pickett: As the current CEO, he provides a deep understanding of the company's business, operations, and financial expertise in long-term healthcare services.

📚 Corporate Governance Structure 📜

Governance refers to the rules and processes by which the company is managed. Omega has established several specialized committees (Audit, Compensation, Investment, Nominating & Governance) to ensure all aspects of the business are monitored professionally.

Committee Oversight: The full Board holds five meetings during 2025, with every director attending more than 75% of the meetings.
Separation of Roles: Omega maintains a separation of the roles of Chief Executive Officer (CEO) and Chair of the Board, which is considered best practice to ensure independent guidance for the management.
Board Expertise: The Board has established key competencies, with high percentages of directors bringing expertise in:
- Investment (7 out of 8 directors).
- Human Capital Management (7 out of 8 directors).
- Corporate Sustainability (5 out of 8 directors).

💹 Financial Oversight and Audit Matters 🔎

This section details the financial checks and balances, focusing on who reports the numbers and how the accounting records are maintained. The Audit Committee plays the most critical role here.

Auditing Firm: EY audited the consolidated financial statements for the years ended December 31, 2025, 2024, and 2023, serving as the independent auditor since 1992.
Fees Paid: Total fees paid to EY for professional services were $3,533,700 in the 2025 fiscal year.
- The Audit Fees were $2,181,300 (up from $2,227,000 in 2024).
- The Tax Fees were $1,352,400 (up from $1,279,000 in 2024).
Audit Committee Review: The Audit Committee reviewed the 2025 audited financial statements, discussing not only the acceptability of the accounting principles but also the "quality" and reasonableness of any significant judgments made by management.

👉 Why this matters: The Audit Committee’s diligence signals that the company's financial reporting practices are subject to rigorous, independent review.

♻️ Corporate Sustainability & Social Responsibility (CSR) 🌱

Omega places a high emphasis on Corporate Sustainability and Social Responsibility (CSR), integrating these concepts into its governance. These efforts go beyond just financial reporting and cover environmental, social, and governance practices.

Environmental Focus: The company has demonstrated a dedication to green practices:
- In 2025, Omega achieved carbon neutrality for its Scope 1 and Scope 2 emissions at its corporate headquarters by purchasing carbon offsets.
- 62% of Omega’s developments between 2015 and 2025 were built to Leadership in Energy and Environmental Design (LEED) certification standards.
Social Focus: The company commits to providing an open and inclusive workplace, holding regular pay fairness reviews, and implementing community engagement through volunteer days and financial donations, particularly in the Baltimore, Maryland area.
Governance Commitments: They also promote Proxy Access (allowing stockholders to nominate candidates) and emphasize the separation of the CEO and the Chair of the Board.

🌐 Risk Management and Technology Oversight 💻

Managing risk is an ongoing, critical function. Omega has specifically established formal oversight mechanisms for emerging and technical risks, ensuring the Board is continually informed about potential threats.

Cybersecurity Program: The Audit Committee, in coordination with the Board, oversees a robust Cybersecurity Program. This involves:
- Maintaining and regularly testing an Information Security Incident Response Plan.
- Obtaining periodic assessments from third-party experts to identify and mitigate security risks.
- Reporting on the Cybersecurity Program to the Board and the Audit Committee at least twice per year.
AI Committee: In 2025, the Company established an AI Committee to oversee management of risks related to artificial intelligence, which are now formally included in enterprise risk management reporting to the Board.
Overall Oversight: The full Board generally oversees enterprise risk management, ensuring that all operational, financial, and strategic risks are continuously monitored.

🗳️ Shareholder Rights & Stock Ownership Details 📈

This section details the structure of ownership and the rights available to stockholders. Understanding these metrics is crucial because they determine the voting power of the shares.

Shares Outstanding (as of April 8, 2026): There were 297,799,835 shares of common stock outstanding.
Control: No single person or group was identified as a 5% beneficial owner of the common stock as of April 8, 2026.
Beneficial Ownership: The filing provides a complex table showing the beneficial ownership of directors and executives, which includes current shares plus complex, unvested awards (like RSUs and OP Units).
- Example: C. Taylor Pickett's total beneficial ownership is 1,225,003 shares, a significant portion of which are in the form of Common Stock Equivalents, including Profit Units.

📅 Contact & Next Steps 📞

If you have questions about the proxy statement, this is how you can get assistance.

Annual Meeting Details:
- Date: Friday, June 5, 2026
- Time: 10:00 AM EDT
- Virtual Webcast: virtualshareholdermeeting.com/OHI2026
Proxy Materials Sent: On or about April 21, 2026.
Voting Assistance:
- Website: www.proxyvote.com
- Toll-Free Phone: 1-800-690-6903
General Information:
- Website: www.omegahealthcare.com
- Mailing Address: 303 International Circle, Suite 200, Hunt Valley, Maryland 21030

💡 The Analogy 🏗️

Think of a Proxy Statement like getting the detailed blueprint for a highly complex machine—in this case, the company itself. The document doesn't just show you that the machine exists; it shows you who the chief engineers (the Board) are, what quality control processes (the Audit Committee) they use, and which safety systems (Cybersecurity and ESG) are in place. Every section is a crucial inspection point to ensure the machine is built, maintained, and operated according to the highest standards.

🧩 Final Takeaway ✨

Omega is running a highly structured annual meeting focused on governance: stockholders are asked to approve the core leadership, financial oversight, and sustainable practices of the company. The overwhelming detail provided signals a mature, risk-aware corporation committed to maintaining strong shareholder trust and high-level corporate standards.

OHI proxies detail votes on board election, compensation, and audit