--- schema_version: "secwatch.filing_event.v1" accession: "0000877860-23-000064" form_type: "8-K" ticker: "NHI" cik: "0000877860" company_name: "NATIONAL HEALTH INVESTORS INC" filed_at: "2023-05-09T23:59:59+00:00" generated_at: "2026-06-15T11:19:20.518371+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # NHI shareholders approve all proposals at annual meeting; notable opposition on director McCabe and incentive plan ## Summary - Director W. Andrew Adams elected with 27.5M for, 2.5M against; Tracy M.J. Colden with 29.7M for, 300K against. - Director Robert A. McCabe Jr. received 24.2M for, 5.8M against (19% of votes cast excluding broker non-votes). - Amended 2019 Stock Incentive Plan approved with 21.8M for, 8.1M against (27% opposed). - Say-on-pay approved with 27.4M for, 2.5M against; frequency set at one year (27.1M votes for one year). - Ratification of BDO USA as auditor passed with 35.8M for, 231K against. ## SEC filing metadata - accession: 0000877860-23-000064 - form_type: 8-K - ticker: NHI - cik: 0000877860 - company_name: NATIONAL HEALTH INVESTORS INC - filed_at: 2023-05-09T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/877860/000087786023000064/0000877860-23-000064-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/877860/000087786023000064/a8k_item5072023.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000877860-23-000064 - JSON: https://secwatch.observer/filing/0000877860-23-000064.json - Plain text: https://secwatch.observer/filing/0000877860-23-000064.txt ## Key facts - Shareholder Votes NATIONAL HEALTH INVESTORS INC shareholders approved Election of directors at the 2023-05-05 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-05 source text: The nominees named below were elected to serve as members of the Board of Directors of the Company for a three-year term until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified, and the voting results were as follows: Nominee Votes For Votes Against Abstentions Broker Non-Votes W. Andrew Adams 27,496,470 2,484,778 845,316 5,288,091 Tracy M.J. Colden 29,674,515 300,585 851,464 5,288,091 Robert A. McCabe, Jr. 24,197,664 5,781,746 847,154 5,288,091 evidence_url: https://www.sec.gov/Archives/edgar/data/877860/000087786023000064/0000877860-23-000064-index.htm - Shareholder Votes NATIONAL HEALTH INVESTORS INC shareholders approved Advisory frequency vote on executive compensation at the 2023-05-05 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-05 source text: A one year frequency of the advisory vote on the compensation of executive officers was approved by the shareholders, with the following results: One Year Two Years Three Years Abstentions 27,068,457 1,252,507 1,627,053 878,547 evidence_url: https://www.sec.gov/Archives/edgar/data/877860/000087786023000064/0000877860-23-000064-index.htm - Shareholder Votes NATIONAL HEALTH INVESTORS INC shareholders approved Advisory vote on executive compensation at the 2023-05-05 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-05 source text: The compensation paid to NHI’s named executive officers was approved with the following voting results: Votes For Votes Against Abstentions Broker Non-Votes 27,386,823 2,520,446 919,295 5,288,091 evidence_url: https://www.sec.gov/Archives/edgar/data/877860/000087786023000064/0000877860-23-000064-index.htm - Shareholder Votes NATIONAL HEALTH INVESTORS INC shareholders approved Ratification of BDO USA, LLP as independent registered public accounting firm at the 2023-05-05 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-05 source text: The selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, and the voting results were as follows: Votes For Votes Against Abstentions 35,828,506 230,812 55,337 evidence_url: https://www.sec.gov/Archives/edgar/data/877860/000087786023000064/0000877860-23-000064-index.htm - Shareholder Votes NATIONAL HEALTH INVESTORS INC shareholders approved Approval of Amended and Restated 2019 Stock Incentive Plan at the 2023-05-05 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-05 source text: The Amended and Restated 2019 Stock Incentive Plan was approved with the following voting results: Votes For Votes Against Abstentions Broker Non-Votes 21,807,045 8,131,693 887,826 5,288,091 evidence_url: https://www.sec.gov/Archives/edgar/data/877860/000087786023000064/0000877860-23-000064-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.