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

As reported below, at the 2021 Annual Meeting of Shareholders (the "2021 Annual Meeting") of EPR Properties (the "Company") held on May 28, 2021, the Company's shareholders approved amendments to the EPR Properties 2016 Equity Incentive Plan (the "2016 Plan"). The amendments to the 2016 Plan: (i) increased the number of authorized shares issuable under the plan from 1,950,000 shares to 3,950,000 shares; (ii) removed certain plan provisions which were previously included for equity awards under the plan to qualify for the performance-based compensation exception to Internal Revenue Code Section 162(m), which is no longer available; (iii) replaced "single trigger" vesting upon a change of control event with a provision that awards under the plan that are assumed or for which equivalent options or rights are substituted by a successor entity upon a merger of the Company or other change of control event will not immediately vest, but remain outstanding pursuant to their original terms (as modified to reflect the assumption or substitution); and (iv) extended the term of the plan from May 12, 2026 to May 28, 2031.

The amendments to the 2016 Plan were effected through an amendment and restatement of the plan effective as of May 28, 2021 (the "Amended 2016 Plan"). A summary of the Amended 2016 Plan is included in Proposal No. 3 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 16, 2021. The foregoing description of the Amended 2016 Plan is not complete and is qualified in its entirety by reference to the Amended 2016 Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

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

At the Company's 2021 Annual Meeting, the matters voted upon and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to such matters, were as stated below:

Proposal No. 1



The following nominees for trustees were elected to serve one-year terms
expiring in 2022:

                              For           Withheld        Broker Non-Votes
Thomas M. Bloch              44,003,013      7,726,271               7,605,356
Barrett Brady                50,434,939      1,294,345               7,605,356
Peter C. Brown               46,254,757      5,474,527               7,605,356
James B. Connor              45,830,507      5,898,777               7,605,356
Robert J. Druten             45,043,668      6,685,616               7,605,356
Jack A. Newman, Jr.          45,816,829      5,912,455               7,605,356
Virginia E. Shanks           46,549,553      5,179,731               7,605,356
Gregory K. Silvers           50,451,252      1,278,032               7,605,356
Robin P. Sterneck            45,871,129      5,858,155               7,605,356



Proposal No. 2
Proposal No. 2
The shareholders approved the compensation of the Company's named executive
officers as presented in the Company's proxy statement on a non-binding,
advisory basis:

For                   44,577,141
Against                7,019,085
Abstain                  133,057
Broker Non-Vote        7,605,356

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Proposal No. 3



The shareholders approved the Amended 2016 Plan as described under Item 5.02
above:

For                   45,555,799
Against                6,061,858
Abstain                  111,627
Broker Non-Vote        7,605,356



Proposal No. 4

The shareholders approved the ratification of KPMG LLP as the Company's independent registered public accounting firm for 2021:



For                   54,568,122
Against                4,706,102
Abstain                   60,415
Broker Non-Vote                -

Item 9.01. Financial Statements and Exhibits.



Exhibit No.         Description
                    EPR Properties 2016 Equity Incentive Plan (as amended and restated effective
  10.1              May 28, 2021).
104                 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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