0000877860FALSE00008778602025-05-212025-05-21

Date of Report (Date of Earliest Reported): May 21, 2025

(Exact name of registrant as specified in its charter)

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):

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

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. ☐

On May 21, 2025, National Health Investors, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on March 28, 2025, the record date for the Annual Meeting, 46,693,091 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 37,475,370 shares of Common Stock present or represented by proxy at the Annual Meeting, which represented approximately 80.26% 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 reported by the independent inspector of elections, First Coast Results, Inc., on each such matter.

Proposal 1 – Election of Directors

The four directors elected at the Annual Meeting are Robert G. Adams, Robert W. Chapin, Jr., James R. Jobe and Candice W. Todd. These directors were elected to serve until the Company’s 2026 Annual Meeting of Stockholders and until their respective successors are elected and qualified or until their earlier death, resignation or removal.

Proposal 2 – Amendment to the Company’s Articles of Incorporation to declassify the Board of Directors. The Amendment to the Company’s Articles of Incorporation to declassify the Board of Directors of the Company was approved based on the following vote:

Proposal 3 – Approve, on an advisory basis, the compensation paid to the Company’s named executive officers. The compensation paid to the Company’s named executive officers was approved, on a non-binding advisory basis, based on the following vote:

Proposal 4 – Ratify the Audit Committee’s selection of BDO USA, P.C. The selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified based on the following vote:

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.

By:    /s/ John L. Spaid

Name:    John L. Spaid

Title:    Principal Financial Officer

Date:    May 28, 2025