BA BRIEFING·
Omega Healthcare Investors Inc (OHI) 2026 Annual Meeting
8 directors up · 7 in watch zone · 3 proposals · Uncontested
$14.0B mkt cap · 1Y TSR +35.7% · Board B
Director Elections (8) · 7 of 8 scored by BA forecast
Election Outlook
All 7 scored nominees carry some forecast vote pressure. 7 are flagged for elevated vote pressure; the most-loaded are Kapila K. Anand (prior 96.3%, forecast Material), Stephen D. Plavin (prior 94.3%, forecast Material), and Craig R. Callen (prior 96.1%, forecast Elevated), with 4 other(s) in the table below.
| Nominee | Forecast | Background |
|---|---|---|
Independent | MATERIAL Prior 96.3% 70808793100 | Anand served as an audit and advisory partner at KPMG LLP from 1989 until her retirement in 2016, and has held various leadership roles in governance and risk projects. |
Independent | ELEVATED Prior 96.1% 70808793100 | Craig Callen served as Senior Vice President of Strategic Planning and Business Development at Aetna Inc. and completed over 100 transactions as a healthcare investment banker. |
Independent | — | Dr. Egbuonu-Davis served as Vice President of Medical Innovations at DH Diagnostics, LLC, and co-founded ROI Squared, LLC, focusing on diagnostic medical devices. |
Independent | ELEVATED Prior 96.4% 70808793100 | Barbara Hill served as CEO of ValueOptions, Inc. and Woodhaven Health Services, and was President of Express Scripts, Inc., with extensive experience in healthcare management. |
Independent | ELEVATED Prior 98.4% 70808793100 | Kevin Jacobs is the Chief Financial Officer of Hilton Worldwide Holdings since 2013, previously held senior roles at Fairmont Raffles and Host Hotels & Resorts. |
Not independent | WATCH Prior 98.0% 70808793100 | C. Taylor Pickett has served as CEO of the Company since 2001 and was previously CFO of Integrated Health Services, Inc. from 1998 to 2001. |
Independent | MATERIAL Prior 94.3% 70808793100 | Plavin was CEO of Blackstone Mortgage Trust from 2012 to 2021 and previously served as CEO of Capital Trust, Inc. since 2009. |
Independent | ELEVATED Prior 97.3% 70808793100 | Whitman served as CEO of Health Management Associates from 2005 to 2008 and CFO of Triad Hospitals from 1998 to 2005, with extensive military leadership experience in the U.S. Marines. |
Proposals on the Ballot (3)
| #1 | Election of Directors Filed by the board · Board recommends For Election of eight incumbent directors (Craig R. Callen, Kapila K. Anand, Dr. Lisa C. Egbuonu-Davis, Barbara B. Hill, Kevin J. Jacobs, C. Taylor Pickett, Stephen D. Plavin, Burke W. Whitman) to hold office until the 2027 Annual Meeting. |
| #2 | Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm for the Year Ending Filed by the board · Board recommends For Ratify the Audit Committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year 2026. Detail ›The proposal asks shareholders to ratify the Audit Committee’s selection of EY as the company’s independent registered public accounting firm for fiscal year 2026. Management is seeking shareholder approval as a matter of good corporate governance, even though the Audit Committee has sole authority to appoint the auditor. The proxy explains EY’s long tenure since 1992, the Audit Committee’s process, fees paid, and its conclusion that EY’s services were compatible with maintaining independence. The Board and Audit Committee recommend a vote FOR, citing EY’s professional qualifications, industry experience, and institutional knowledge. A failure to ratify would prompt the Audit Committee to reconsider its selection. The proposal is routine and non-controversial, focusing on auditor oversight, independence, and continuity. |
| #3 | Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay Filed by the board · Board recommends For Non-binding, advisory vote to approve the compensation of the company’s named executive officers as described in the proxy statement (say-on-pay). Detail ›This management-sponsored advisory proposal asks shareholders to approve, on a non-binding basis, the compensation of the company’s named executive officers as disclosed in the proxy. Management seeks annual ratification to demonstrate alignment with shareholders and to validate its pay-for-performance design: a mix of short-term cash incentives tied to FAD per share, tenant quality and leverage and longer-term equity awards tied to absolute and relative TSR. The Board recommends a vote FOR, citing high prior-year shareholder support (95.9% in 2025) and asserting that the program attracts and retains talent while aligning pay with long-term stockholder value. As an advisory vote, the outcome isn’t binding, but the Compensation Committee will consider results when setting future pay. The proposal raises governance considerations about executive pay, but in this filing management frames the program as rigorous and aligned with shareholder interests. |
Top institutional holders · as of Mar 31, 2026
| Holder | % of shares | Position value |
|---|---|---|
| VANGUARD PORTFOLIO MANAGEMENT LLC | 9.11% | $1.19B |
| BlackRock, Inc. | 6.52% | $850M |
| STATE STREET CORP | 4.89% | $639M |
| VANGUARD CAPITAL MANAGEMENT LLC | 4.44% | $580M |
| COHEN STEERS, INC. | 4.02% | $525M |
| BlackRock, Inc. | 3.97% | $518M |
| GEODE CAPITAL MANAGEMENT, LLC | 2.61% | $341M |
| CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.55% | $202M |
| DIMENSIONAL FUND ADVISORS LP | 1.38% | $181M |
| CENTERSQUARE INVESTMENT MANAGEMENT LLC | 0.95% | $124M |
Source: SEC 13F filings (latest quarter). Position value is the holder’s reported aggregate value at the as-of date.
Recent key filings
| Quarterly report (10-Q) | View › | |
| Definitive proxy (DEF 14A) | View › | |
| Annual report (10-K) | View › | |
| Quarterly report (10-Q) | View › | |
| Quarterly report (10-Q) | View › | |
| Definitive proxy (DEF 14A) | View › |
About the risk forecast
The risk forecast scores each director on the company’s slate against Boardroom Alpha’s YoY Director-Vote Forecast model — three XGBoost classifiers that estimate the probability the director’s vote support falls below 70%, 80%, and 90% at the upcoming annual meeting, augmented by a five-rule governance escalation layer (overboarding, audit-committee composition, prior dissent, and others).
Bands map to those probability thresholds:
- Crisis — high probability of vote support below 70%. Rare.
- Material — high probability of below 80%. The primary screening threshold.
- Elevated — significant elevated risk of dissent.
- Watch — even a mild withhold is detectable. Informational.
- Healthy — no signal of meaningful dissent.
Prior is the director’s most-recent vote-support percentage at this same board. Direction compares the forecast to that prior vote: ↑ expected better means more support than last year; ↓ expected worse means less.
Forecast applies only to non-contested annual proxies (DEF 14A). Contested situations are tracked separately on the contested-proxy pipeline. The model is retrained nightly; bands shown reflect the most recent run.
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Frequently Asked Questions
When is the Omega Healthcare Investors Inc 2026 annual meeting?
Omega Healthcare Investors Inc (OHI) holds its 2026 annual shareholder meeting on June 5, 2026.
What is the record date for the Omega Healthcare Investors Inc 2026 meeting?
The record date for the Omega Healthcare Investors Inc 2026 meeting is April 8, 2026. Shareholders of record on or before that date are eligible to vote.
Who are the director nominees for Omega Healthcare Investors Inc's 2026 meeting?
The board is presenting 8 director nominees at the Omega Healthcare Investors Inc 2026 meeting. The full slate appears in the 'Director Nominees' table on this page, with independence designations and a structured indexable summary.
What proposals will shareholders vote on at the Omega Healthcare Investors Inc 2026 meeting?
Shareholders will vote on 3 proposals at the Omega Healthcare Investors Inc 2026 meeting. The full list with proposed-by tags and management recommendations appears in the 'Proposals on the Ballot' section on this page.
Are any directors at risk at Omega Healthcare Investors Inc's 2026 annual meeting?
The Boardroom Alpha Director-Vote Forecast flags 7 of 7 scored nominees as facing elevated vote pressure at the Omega Healthcare Investors Inc 2026 meeting: Kapila K. Anand, Craig R. Callen, Barbara B. Hill, Kevin J. Jacobs, C. Taylor Pickett plus 2 other(s). The most-loaded nominee is Kapila K. Anand (forecast band: material). Prior support: 96.3%. See the 'Director Nominees' table for the per-director forecast bar and prior support.
Where do I find the original proxy filing?
The 'View proxy' link at the top of this page opens the original SEC DEF 14A (or amended) filing for the Omega Healthcare Investors Inc 2026 meeting in the Boardroom Alpha filing viewer.
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