8-K

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):

November 2, 2012 (November 2, 2012)

NATIONAL HEALTH INVESTORS, INC.

(Exact name of registrant as specified in its charter)

Maryland (State or other jurisdiction of incorporation) 001-10822 (Commission File Number) 62-1470956 (IRS Employer Identification No.)

222 Robert Rose Drive,Murfreesboro, TN 37129

(Address of principal executive offices)

(615) 890-9100

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year,

if changed since last report)

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 (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ‬‬‬‬‬

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ‬‬‬‬‬

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ‬‬‬‬‬

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. ‬

Effective November 5, 2012 the Board of Directors of National Health Investors, Inc. (NHI) adopted an amendment to Sections 2.04.2 and 2.04.3 of its Bylaws. The amendment requires the approval of the majority of votes cast to elect a Director in uncontested elections. In the event an incumbent director standing for re-election does not receive a majority of the votes cast, the Director shall promptly tender his or her resignation to the Board of Directors. The Nominating and Corporate Governance Committee shall consider the resignation and make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors shall act on the tendered resignation and publicly disclose its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. The Nominating and Corporate Governance Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate and relevant.

The foregoing description of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete amendment to Sections 2.04.2 and 2.04.3 of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K. A complete copy of the Bylaws, as amended, will be filed as an exhibit to the Company's next periodic report.

Item 7.01. Regulation FD Disclosure.

In accordance with NYSE regulation 303A.03, the disclosure regarding director communication has been updated to reflect the availability of the NHI Valuesline to all interested parties. This disclosure will appear in all future annual proxy statements and is also featured on the Company website under “Governance Documents”, located at www.nhireit.com, as follows:

"The Board of Directors has created the “NHI Valuesline” program in order to enable interested parties to communicate with (on a non-identifiable basis if so desired) NHI executive officers, independent directors, and the NHI Board. The Valuesline toll free number is 877-880-2974 and is answered by an independent contractor who transmits the communication to the Company's internal auditor and establishes a date by which the caller can obtain a response to the communication, if so requested. The internal auditor will forward any inquiries to or about executive officers or directors to the Corporate Secretary of the Company who will coordinate any necessary communication and response. All communications are relayed by the Corporate Secretary to Mr. Webb as Chairman of the Nominating and Corporate Governance Committee."

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

NumberExhibit

3.1 Amendment to Section 2.04.2 and Section 2.04.3 of the Company's Bylaws

SIGNATURE

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.

NATIONAL HEALTH INVESTORS, INC.

By:/s/ Roger Hopkins

Name: Roger Hopkins

Title: Principal Financial Officer

Date:November 2, 2012

EX-3.1

Exhibit 3.1

AMENDMENT

TO THE BYLAWS

OF

NATIONAL HEALTH INVESTORS, INC.

The Bylaws of National Health Investors, Inc. which were approved by the Board of Directors on July 31, 1991 are hereby amended as follows:

1.Section 2.04.2 of the Bylaws is hereby deleted in its entirety and replaced with the following:

“2.04.2 Except as provided in Section 6.3 of the Charter, each Director shall be elected by the vote of a majority of the votes cast with respect to the Director's election at any meeting for the election of Directors at which a quorum is present, subject to the rights of the holders of any series of preferred stock to elect Directors in accordance with the terms thereof. For purposes of this paragraph, a majority of the votes cast means that the number of shares voted “for” a Director must exceed 50% of the votes cast with respect to that Director's election. The votes cast shall include votes to withhold authority in each case and exclude abstentions with respect to that Director's election. Notwithstanding the foregoing, in the event of a contested election of Directors, Directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of Directors at which a quorum is present. For purposes of these Bylaws, a contested election shall mean any election of Directors in which the number of nominees exceeds the number of Directors to be elected.

If an incumbent Director is not elected due to a failure to receive a majority of the votes cast as described above and his or her successor is not otherwise elected and qualified, the Director shall promptly tender his or her resignation to the Board of Directors in accordance with the agreement contemplated bySection 2.04.3. The Nominating and Corporate Governance Committee shall consider the resignation and make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors shall act on the tendered resignation, taking into account the Nominating and Corporate Governance Committee's recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. The Nominating and Corporate Governance Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate and relevant. Any Director who tenders his or her resignation shall not participate in either the Nominating and Corporate Governance Committee's or Board of Directors' consideration or other action regarding whether to accept the resignation. However, if each member of the Nominating and Corporate Governance Committee failed to receive a majority of the votes cast at the same election, then the Independent Directors who did not fail to receive a majority of the votes cast shall appoint a committee amongst themselves to consider the resignations and recommend to the Board of Directors whether to accept them.

If an incumbent Director resignation pursuant to the foregoing paragraph is not accepted by the Board of Directors, such Director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If a Director's resignation is accepted by the Board of Directors, or if a nominee for Director is not elected and the nominee is not an incumbent Director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of Section 6.3 of the Charter or may decrease the size of the Board of Directors pursuant to the provisions of Section 2.04.1 hereof.”

2.Section 2.04.3 is hereby amended by adding the following as a new third paragraph to Section 2.04.3:

“Furthermore, to be eligible to be a nominee for election or reelection as a Director of the corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under this Section 2.04) to the Secretary at the corporation's principal place of business a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (i) will abide by the requirements of Section 2.04.2, and (ii) in such person's individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the corporation.”

Unanimously approved by the Board of Directors effective November 5, 2012 at a meeting held on November 1, 2012.

/s/ Susan V. Sidwell___________________

Susan V. Sidwell

Secretary of the Corporation