Form 8-K - Current report

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 Event Reported): November 7, 2024

American Healthcare REIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-41951

47-2887436

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

18191 Von Karman Avenue, Suite 300

Irvine, California

92612

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (949) 270-9200

Not Applicable

(Former name or former address, 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:


☐			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 per share

AHR

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.

On November 7, 2024, we held our 2024 Annual Meeting of Stockholders. At the meeting, our stockholders voted on the following four proposals: (i) to consider and vote upon the election of nine directors, each to hold office for a one-year term expiring at the 2025 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies; (ii) to consider and vote upon the ratification of the appointment of Deloitte & Touche LLP, or Deloitte & Touche, as our independent registered public accounting firm for the year ending December 31, 2024; (iii) to approve, on an advisory (non-binding) basis, the compensation paid to our named executive officers for the year ended December 31, 2023; and (iv) to approve the American Healthcare REIT, Inc. 2024 Employee Stock Purchase Plan. The four proposals are described in detail in our definitive proxy statement, dated August 28, 2024, as filed with the United States Securities and Exchange Commission on Schedule 14A on August 28, 2024.

The votes with respect to each of the proposals are set forth below.

Proposal 1. To consider and vote upon the election of nine directors, each to hold office for a one-year term expiring at the 2025 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies:


Nominee	Shares For	Shares Withheld	Broker Non-Votes

Jeffrey T. Hanson	71,063,216	2,883,039	33,651,003
Danny Prosky	72,903,753	1,042,502	33,651,003
Mathieu B. Streiff	71,612,152	2,334,103	33,651,003
Scott A. Estes	72,633,788	1,312,467	33,651,003
Brian J. Flornes	37,035,533	36,910,722	33,651,003
Dianne Hurley	72,969,037	977,218	33,651,003
Marvin R. O'Quinn	72,894,899	1,051,356	33,651,003
Valerie Richardson	47,601,108	26,345,147	33,651,003
Wilbur H. Smith III	46,616,328	27,329,927	33,651,003

The nine above-referenced nominees therefore were elected as our directors by the requisite vote of our stockholders necessary for approval.

Proposal 2. To consider and vote upon the ratification of the appointment of Deloitte & Touche as our independent registered public accounting firm for the year ending December 31, 2024:


Shares For	Shares Against	Shares Abstained

106,436,665	836,848	323,745

The appointment of Deloitte & Touche as our independent registered public accounting firm for the year ending December 31, 2024, therefore was ratified by the requisite vote of our stockholders necessary for approval.

Proposal 3. To approve, on an advisory (non-binding) basis, the compensation paid to our named executive officers for the year ended December 31, 2023:


Shares For	Shares Against	Shares Abstained	Broker Non-Votes

71,399,556	1,871,807	674,892	33,651,003

The compensation of our named executive officers therefore was approved by the requisite vote of our stockholders, on an advisory basis.

Proposal 4. To approve the American Healthcare REIT, Inc. 2024 Employee Stock Purchase Plan:


Shares For	Shares Against	Shares Abstained	Broker Non-Votes

72,847,137	611,303	487,815	33,651,003

The American Healthcare REIT, Inc. 2024 Employee Stock Purchase Plan therefore was approved by the requisite vote of our stockholders.

No other proposals were submitted to a vote of our stockholders at the annual meeting.

SIGNATURES

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 hereunto duly authorized.



						American Healthcare REIT, Inc.
November 8, 2024
						By: /s/ Danny Prosky
						Name: Danny Prosky
						Title: Chief Executive Officer and President

Cover	Nov. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 07, 2024
Entity Registrant Name	American Healthcare REIT, Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-41951
Entity Central Index Key	0001632970
Entity Tax Identification Number	47-2887436
Entity Address, Address Line One	18191 Von Karman Avenue
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92612
City Area Code	949
Local Phone Number	270-9200
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 per share
Trading Symbol	AHR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false