epr-20250506

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): May 6, 2025

EPR Properties

(Exact name of registrant as specified in its charter)

Maryland

001-13561

43-1790877

(State or other jurisdiction of
incorporation)

(Commission
File Number)

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

909 Walnut Street,

Suite 200

Kansas City,

Missouri

64106

(Address of principal executive offices) (Zip Code)


(816)			472-1700

(Registrant’s telephone number, including area code)

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 shares, par value $0.01 per share

EPR

New York Stock Exchange

5.75% Series C cumulative convertible preferred shares, par value $0.01 per share

EPR PrC

New York Stock Exchange

9.00% Series E cumulative convertible preferred shares, par value $0.01 per share

EPR PrE

New York Stock Exchange

5.75% Series G cumulative redeemable preferred shares, par value $0.01 per share

EPR PrG

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. o

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 2025 Annual Meeting of Shareholders (the "2025 Annual Meeting") of EPR Properties (the "Company") held on May 6, 2025, 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 3,950,000 shares to 5,950,000 shares; and (ii) extended the term of the plan from May 28, 2031 to May 6, 2035.

The amendments to the 2016 Plan were effected through an amendment and restatement of the plan effective as of May 6, 2025 (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 March 27, 2025. 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 2025 Annual Meeting, the matters voted upon and the number of votes cast for or against, 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 2026:


	For	Against	Abstentions	Broker Non-Votes
Peter C. Brown	47,348,419	2,538,149	1,509,663	9,258,839
William P. Brown	49,242,885	640,092	1,513,254	9,258,839
John P. Case III	48,737,388	1,132,119	1,526,724	9,258,839
James B. Connor	45,784,711	4,069,321	1,542,199	9,258,839
Virginia E. Shanks	49,058,532	818,139	1,519,560	9,258,839
Gregory K. Silvers	47,555,030	2,174,711	1,666,490	9,258,839
Robin P. Sterneck	48,278,896	1,577,540	1,539,795	9,258,839
John Peter Suarez	49,665,396	199,392	1,531,443	9,258,839
Lisa G. Trimberger	48,590,308	1,282,609	1,523,314	9,258,839
Caixia Y. Ziegler	48,930,423	932,920	1,532,888	9,258,839

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			45,982,389
Against			3,789,610
Abstain			1,624,232
Broker Non-Vote			9,258,839

Proposal No. 3

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


For			46,392,576
Against			3,423,211
Abstain			1,580,444
Broker Non-Vote			9,258,839

Proposal No. 4

The shareholders approved the ratification of KPMG LLP as the Company's independent registered public accounting firm for 2025:


For			58,154,980
Against			2,311,289
Abstain			188,801
Broker Non-Vote			—

Item 9.01. Financial Statements and Exhibits.


Exhibit No.						Description
10.1						EPR Properties 2016 Equity Incentive Plan (as amended and restated effective May 6, 2025)
104						Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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.



			EPR PROPERTIES

			By:						/s/ Mark A. Peterson
									Mark A. Peterson
									Executive Vice President, Treasurer and Chief Financial Officer

Date: May 6, 2025