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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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareAHRNew 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:

NomineeShares ForShares WithheldBroker Non-Votes
Jeffrey T. Hanson71,063,2162,883,03933,651,003
Danny Prosky72,903,7531,042,50233,651,003
Mathieu B. Streiff71,612,1522,334,10333,651,003
Scott A. Estes72,633,7881,312,46733,651,003
Brian J. Flornes37,035,53336,910,72233,651,003
Dianne Hurley72,969,037977,21833,651,003
Marvin R. O'Quinn72,894,8991,051,35633,651,003
Valerie Richardson47,601,10826,345,14733,651,003
Wilbur H. Smith III46,616,32827,329,92733,651,003

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 ForShares AgainstShares Abstained
106,436,665836,848323,745

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 ForShares AgainstShares AbstainedBroker Non-Votes
71,399,5561,871,807674,89233,651,003

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 ForShares AgainstShares AbstainedBroker Non-Votes
72,847,137611,303487,81533,651,003

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

v3.24.3
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
American Healthcare REIT (NYSE:AHR)
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