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

On June 11, 2020, Omega Healthcare Investors, Inc. ("Omega") held its Annual Meeting of Stockholders.

At the Annual Meeting, the holders of 201,285,044 shares of Omega's common stock were present in person or represented by proxy, representing approximately 88.7% of the total outstanding common stock as of the record date for the meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1: Election of Directors





                    Votes Cast in         Votes            Broker
                        Favor            Withheld         Non-Votes
Kapila K. Anand        158,099,391        2,028,386       41,157,267
Craig R. Callen        155,480,689        4,647,088       41,157,267
Barbara B. Hill        159,367,704          760,073       41,157,267
Edward Lowenthal       150,370,813        9,756,964       41,157,267
C. Taylor Pickett      158,892,469        1,235,308       41,157,267
Stephen D. Plavin      149,643,265       10,484,512       41,157,267
Burke W. Whitman       158,314,899        1,812,878       41,157,267

Proposal 2: Ratification of the selection of Ernst & Young LLP as Omega's independent auditor for 2020

For Against Abstentions Broker Non-Votes 193,609,635 7,247,909 427,500 Not Applicable

Proposal 3: Advisory vote on Omega's executive compensation

For Against Abstentions Broker Non-Votes 153,102,475 5,984,095 1,041,207 41,157,267








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Each of the director nominees was elected, the selection of Ernst & Young LLP was ratified and Omega's executive compensation was approved on an advisory basis.





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