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):

October 5, 2015 (October 5, 2015)

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(C)The Company announced today the appointment of Eric Mendelsohn as President and Chief Executive Officer, effective October 5, 2015. Mr. Mendelsohn is has been serving as interim CEO since August 11, 2015 and prior to that he was Executive Vice-President of Corporate Finance.

In connection with the appointment of Mr. Mendelsohn, the Company entered into an employment agreement (the “Agreement”) with Mr. Mendelsohn effective October 5, 2015. The Agreement has an initial term until December 31, 2016, automatically renews each year unless 90 days’ notice of intention not to renew is given by either party and provides an initial base salary of $300,000. The Agreement provides a Cash Performance Incentive Plan which is driven by the Company’s funds from operation (“FFO”) and dividend growth. Under the Cash Performance Incentive Plan, for 2016 Mr. Mendelsohn is entitled to an FFO Bonus of $150,000 based on at least a 5% increase over 2015 in the Company’s normalized FFO as defined in the Agreement and a Dividend Bonus of $150,000 based on at least a 5% increase over 2015 in the Company’s recurring dividends as defined in the Agreement.

The Agreement provides for a grant of an option to purchase 75,000 shares of common stock of the Company at the market price on the date of grant in February 2016, which option will vest 1/3 on the date of grant and 1/3 on each of the first and second anniversary of the date of grant. The Agreement also provides that Mr. Mendelsohn is subject to a 24 month non-compete and non-solicitation period following termination of his employment. The Agreement further provides that if his employment is terminated due to a Without Cause Termination or Constructive Discharge (each as defined in the Agreement), the Company will pay Mr. Mendelsohn $25,000 a month for up to 24 months provided Mr. Mendelsohn has not accepted new employment.

Mr. Mendelsohn has over 15 years of healthcare real estate and financing experience. Previously, Eric was with Emeritus Senior Living for nine years, most recently as a Senior Vice President of Corporate Development where he was responsible for the financing and acquisition of assisted living properties, home health care companies and executing corporate finance strategies. Prior to Emeritus, Eric was with the University of Washington as a Transaction Officer where he worked on the development, acquisition and financing of research, clinic and medical properties. Prior to that, Eric was a practicing transaction attorney, representing lenders and landlords. Eric has a BS from American University in International Relations, a Law Degree from Pepperdine University, and a Masters (LLM) in Banking and Finance from Boston University. Eric is a member of the Florida and Washington State Bar Associations.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01	Financial Statements and Exhibits.
(c)	Exhibits
99.1	Press release, dated October 5, 2015, announcing the appointment of Eric Mendelsohn as Chief Executive Officer.

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/ Eric Mendelsohn
	Name:	Eric Mendelsohn
	Title:	Chief Executive Officer
Date:     October 5, 2015

EX-99.1

Exhibit 99.1

NHI Appoints Eric Mendelsohn Chief Executive Officer

Contact: Eric Mendelsohn

Phone: (615) 890-9100

MURFREESBORO, Tenn. - (October 5, 2015) National Health Investors, Inc. (NYSE: NHI) announced today the appointment of Eric Mendelsohn as President and Chief Executive Officer, effective October 5, 2015. Mr. Mendelsohn has served as the Company’s interim Chief Executive Officer since the beginning of August 2015.

Mr. Mendelsohn was named interim CEO in August 2015 and joined NHI in January 2015 as Executive Vice President of Corporate Finance. He has over 15 years of healthcare real estate and financing experience. Previously, Mr. Mendelsohn was with Emeritus Senior Living for nine years, most recently as a Senior Vice President of Corporate Development where he was responsible for leading the transactions team which included large transactions such as a $3 billion joint venture with Blackstone and the $278 million Summerville merger.

Andy Adams, chairman of the Board said “I am pleased to announce that after a deliberate and careful search process, the board has unanimously chosen Mr. Mendelsohn as NHI’s next CEO. Mr. Mendelsohn has been a proven asset since joining NHI and has performed well as our interim CEO since August. With this appointment, the board looks forward to NHI’s continued growth and expansion under his leadership.”

Mr. Mendelsohn said, “I’m extremely honored for the opportunity to be part of the exceptional, dedicated and talented team at NHI and believe together we will continue to focus on growing our portfolio with high quality investments.”

About NHI

Incorporated in 1991, National Health Investors, Inc. (NYSE: NHI) is a real estate investment trust specializing in sale-leaseback, joint-venture, mortgage and mezzanine financing of need-driven and discretionary senior housing and medical investments. NHI’s portfolio consists of independent, assisted and memory care communities, entrance-fee retirement communities, skilled nursing facilities, medical office buildings and specialty hospitals. For more information, visit www.nhireit.com.

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.All statements regarding the Company’s, tenants’, operators’, borrowers’ or managers’ expected future financial position, results of operations, cash flows, funds from operations, dividend and dividend plans, financing opportunities and plans, capital market transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, acquisition integration, growth opportunities, expected lease income, continued qualification as a real estate investment trust (“REIT”), plans and objectives of management for future operations, continued performance improvements, ability to service and refinance our debt obligations, ability to finance growth opportunities, and similar statements including, without limitation, those containing words such as “may,” “will,” “believes,” “anticipates,” “expects,” “intends,”

“estimates,” “plans,” and other similar expressions are forward-looking statements.Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. Such risks and uncertainties include, among other things; the operating success of our tenants and borrowers for collection of our lease and interest income; the success of property development and construction activities, which may fail to achieve the operating results we expect; the risk that our tenants and borrowers may become subject to bankruptcy or insolvency proceedings; risks related to governmental regulations and payors, principally Medicare and Medicaid, and the effect that lower reimbursement rates would have on our tenants’ and borrowers’ business; the risk that the cash flows of our tenants and borrowers would be adversely affected by increased liability claims and liability insurance costs; risks related to environmental laws and the costs associated with liabilities related to hazardous substances; the risk that we may not be fully indemnified by our lessees and borrowers against future litigation; the success of our future acquisitions and investments; our ability to reinvest cash in real estate investments in a timely manner and on acceptable terms; the potential need to incur more debt in the future, which may not be available on terms acceptable to us; our ability to meet covenants related to our indebtedness which impose certain operational; the risk that the illiquidity of real estate investments could impede our ability to respond to adverse changes in the performance of our properties; risks associated with our investments in unconsolidated entities, including our lack of sole decision-making authority and our reliance on the financial condition of other interests; our dependence on revenues derived mainly from fixed rate investments in real estate assets, while a portion of our debt bears interest at variable rates; the risk that our assets may be subject to impairment charges; and our dependence on the ability to continue to qualify for taxation as a real estate investment trust. Many of these factors are beyond the control of the Company and its management.The Company assumes no obligation to update any of the foregoing or any other forward looking statements, except as required by law, and these statements speak only as of the date on which they are made. Investors are urged to carefully review and consider the various disclosures made by NHI in its periodic reports filed with the Securities and Exchange Commission, including the risk factors and other information disclosed in NHI’s Annual Report on Form 10-K for the most recently ended fiscal year. Copies of these filings are available at no cost on the SEC’s web site at http://www.sec.gov or on NHI’s web site at http://www.nhireit.com.