NHI National Health Investors Inc - 8-K

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 27, 2026, National Health Investors, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on March 27, 2026, the record date for the Annual Meeting, 48,459,369 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), were issued and outstanding and entitled to vote. There were 42,386,953 shares of Common Stock present or represented by proxy at the Annual Meeting, which represented approximately 87.46% of the issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business.

Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting and the final voting results on each such matter.

Proposal 1 – Election of Directors

The nominees named below were elected to serve as members of the Board of Directors of the Company until the 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified or until their earlier death, resignation or removal, and the voting results were as follows:

Nominee

Votes For

Votes Against

Abstentions

Broker

Non-Votes

Robert W. Chapin, Jr.

31,755,734

845,203

1,196,363

8,589,653

Tracy M.J. Colden

31,321,632

988,107

1,487,561

8,589,653

Lilly H. Donohue

32,065,111

125,949

1,606,240

8,589,653

James R. Jobe

31,143,695

1,457,966

1,195,639

8,589,653

Robert A. McCabe, Jr.

30,859,078

1,740,528

1,197,694

8,589,653

D. Eric Mendelsohn

31,833,814

497,876

1,465,610

8,589,653

Candice W. Todd

31,732,706

418,367

1,646,227

8,589,653

Proposal 2 – Non-Binding, Advisory Vote on Executive Compensation

The compensation paid to the Company’s named executive officers was approved, on a non-binding, advisory basis, and the voting results were as follows:

Votes For

Votes Against

Abstentions

Broker

Non-Votes

30,921,601

1,349,874

1,525,825

8,589,653

Proposal 3 – Ratification of Independent Registered Public Accounting Firm

The selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, and the voting results were as follows:

Votes For

Votes Against

Abstentions

41,389,140

954,425

43,388