8-K filed on January 17, 2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported): January 17, 2007
OMEGA
HEALTHCARE INVESTORS, INC.
(Exact
name of registrant as specified in charter)
|
Maryland
|
1-11316
|
38-3041398
|
|
(State
of incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
9690
Deereco Road
Suite
100
Timonium,
Maryland 21093
(Address
of principal executive offices / Zip Code)
(410) 427-1700
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
Written
communications pursuant to Rule 425 under the Securities Act.
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act.
Pre-commencement
communications pursuant to Rule 14d—2(b) under the Exchange Act.
Pre-commencement
communications pursuant to Rule 13e—4(c) under the Exchange Act.
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers.
Executive
Salaries. On
January 10, 2007, the compensation committee (the “Compensation Committee”) of
the Board of Directors of Omega Healthcare Investors, Inc. (the “Company”)
authorized the following annual salaries of its named executive officers for
the
fiscal year ending December 31, 2007, in accordance with the terms and
conditions of the respective employment agreements previously filed by the
Company, as follows:
| |
|
|
|
|
C.
Taylor Pickett
|
|
$530,500
|
| |
|
|
|
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Daniel
J. Booth
|
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$326,500
|
| |
|
|
|
|
Robert
O. Stephenson
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$262,700
|
| |
|
|
|
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R.
Lee Crabill
|
|
$253,400
|
Executive
Bonuses.
Also,
the Compensation Committee approved 2006 cash bonus payments to executive
officers in the following amounts set forth below opposite the name of such
officer:
|
C.
Taylor Pickett
|
|
$463,500
|
| |
|
|
|
|
Daniel
J. Booth
|
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$158,500
|
| |
|
|
|
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Robert
O. Stephenson
|
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$114,750
|
| |
|
|
|
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R.
Lee Crabill
|
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$123,000
|
These
bonus amounts were determined in accordance with performance-based criteria
established by the Compensation Committee in 2006, pursuant to which the
executives would be paid, in the discretion of the Compensation Committee,
up to
one hundred percent of the bonus amounts available under their respective
employment agreements if the Company achieved an adjusted funds from operations
per share of common stock for the fiscal year ended December 31, 2006 equal
to
or in excess of certain targeted levels.
Item
5.03.
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The
Securities and Exchange Commission previously approved certain rule filings
made
by the New York Stock Exchange (the “New NYSE Rules”) that will require all
listed issuers to be eligible for Depository Trust Company’s Direct Registration
System (“DRS”). DRS will require issuers to convert to electronic book-entry
issuance of capital stock, and as a result, issuers will be required to permit
the issuance of uncertificated shares of capital stock of the
issuer.
As
a
result of the New NYSE Rules, the Board of Directors of Omega Healthcare
Investors, Inc. (the “Company”) amended, effective January 16, 2007, Section 1
of Article VII of the Amended and Restated Bylaws (the “Bylaws”) of the Company,
which governs the issuance of stock certificates of the Company, to authorize
the issuance of uncertificated shares of some or all of the Company’s capital
stock, thereby permitting the Company to be eligible to participate in DRS.
A
copy of the First Amendment to the Bylaws of the Company is attached hereto
as
Exhibit 3.1 and is incorporated by reference herein in its
entirety.
Item
9.01 Financial
Statements and Exhibits
|
Exhibit
Number
|
|
Description
|
|
3.1
|
|
First
Amendment to the Amended and Restated Bylaws of Omega Healthcare
Investors, Inc.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
OMEGA
HEALTHCARE INVESTORS, INC.
(Registrant)
Dated:
January 17, 2007 By:
/s/
C. Taylor Pickett
C.
Taylor
Pickett
President
and Chief Executive Officer