8-K

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 Reported): May 29, 2024 (May 22, 2024)

NATIONAL HEALTH INVESTORS INC

(Exact name of registrant as specified in its charter)

Maryland	001-10822	62-1470956
(State or other jurisdiction of incorporation)	(Commission File Number)	(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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	NHI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).             Emerging growth company         ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

(1)The Company’s annual meeting of stockholders was held on May 22, 2024 at The View at Fountains, 1500 Medical Center Parkway, Suite 1D, Murfreesboro, Tennessee 37129. As of the record date, there were a total of 43,424,841 shares of Common Stock outstanding and entitled to vote at the annual meeting. At the annual meeting, 37,006,346 shares of Common Stock were represented in person or by proxy; therefore, a quorum was present.

(2)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.

(1)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 2027 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
D. Eric Mendelsohn	30,820,578	280,067	946,910	4,958,791
Charlotte A. Swafford	20,745,812	10,365,642	936,101	4,958,791
Robert T. Webb	19,211,271	11,890,320	945,964	4,958,791

(2)The compensation paid to NHI’s named executive officers was approved with the following voting results:

Votes For	Votes Against	Abstentions	Broker Non-Votes
29,685,288	1,338,532	1,023,735	4,958,791

(3)    The selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified, and the voting results were as follows:

Votes For	Votes Against	Abstentions
36,477,341	480,667	48,338

Additionally, Tracy M. J. Colden was appointed as the Chair of the Nominating and Corporate Governance Committee effective May 22, 2024, replacing James R. Jobe, who remains a member of the committee.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

National Health Investors, Inc.

By: /s/ John L. Spaid

Name: John L. Spaid

Title: Chief Financial Officer

Date: May 29, 2024

XML

Document and Entity Information Document	May 29, 2024
Document And Entity Information [Abstract]
Entity Central Index Key	0000877860
Document Type	8-K
Document Period End Date	May 29, 2024
Entity Registrant Name	NATIONAL HEALTH INVESTORS INC
Entity Incorporation, State or Country Code	MD
Entity File Number	001-10822
Entity Tax Identification Number	62-1470956
Entity Address, Address Line One	222 Robert Rose Drive
Entity Address, City or Town	Murfreesboro
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37129
City Area Code	615
Local Phone Number	890-9100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	NHI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false