Log In

NHI-backed candidates win board posts as REIT is victor in proxy fight with activist investor

Published 1 week ago3 minute read

Murfreesboro, TN-based real estate investment trust National Health Investors emerged victorious from a Wednesday shareholder meeting, with all four of its board candidates winning election.

The victory followed a contentious proxy fight with activist investor Land & Buildings, which proposed its own nominees for two of the director posts.

NHI’s choices — Robert G. Adams, Robert W. Chapin Jr., James R. Jobe and Candice W. Todd — all won election, according to preliminary results. Jonathan Litt, founder and chief investment officer of the registered investment manager, had sought to remove Adams and Jobe from the NHI board, nominating James Hoffmann, who has a background in real estate investment, and A. Adam Troso, a former investment banker.

NHI said it would report final results in a Form 8-K filed with the Securities and Exchange Commission.

“Based on preliminary results, Land & Buildings fell just short of gaining a board seat for its nominees, with a margin of about 1% of the outstanding shares,” Stamford, CT-based L&B stated Thursday in a press release. 

“While we are disappointed with the outcome, we recognize the company has made improvements in direct response to our engagement,” L&B added. The vote, the firm contends, still indicates that shareholders believe that “further change is warranted — underscored by the fact that our nominees received the support of at least 60% of unaffiliated stockholders” of NHI and National Healthcare Corp. who voted at Wednesday’s meeting. NHC is one of the REIT’s largest tenants.

L&B, a registered investment manager, holds a 1.3% stake in the REIT.

NHI stated Thursday that the REIT believes that the outcome of the shareholders’ vote “validates that the company’s strategy is the right path to continue generating superior total shareholder return while informing us that there is more work to be done. …The feedback we have received since 2020 has resulted in significant changes to our corporate governance and Board composition and we are committed to building on that momentum.”

NHI had previously called the proxy fight “costly, distracting and time-consuming.” In a letter to the board of directors last month, the REIT urged shareholders “not to be misled by L&B’s attempts to develop a hand-picked index in an attempt to misdirect stockholder attention from the progress made by our board and mischaracterize NHI’s superior stock price appreciation in comparison to its accurate REIT peers.”

This was the second time in a year that Land & Buildings had encouraged NHI shareholders to vote against two incumbent directors. Last year, Litt unsuccessfully encouraged the removal of board members Robert Webb and Charlotte Swafford.

The activist investor has said that the REIT’s board is too closely tied to NHC.

“We will be keeping a close eye on the NHC lease renewal negotiation and future capital allocation decisions to ensure management is empowered to maximize value,” L&B said Thursday. “We will not hesitate to hold the company accountable moving forward, including, if necessary, by taking our concerns directly to stockholders again.”

NHI’s senior living portfolio includes communities managed by Bickford Senior Living, Discovery Senior Living, Encore Senior Living, Life Care Services, Senior Living Communities and Spring Arbor Senior Living.

Land & Buildings’ activist activities have involved other senior living-related companies as well, among them Brookdale Senior Living, Ventas and Healthcare Realty Trust.

Origin:
publisher logo
McKnight's Senior Living
Loading...
Loading...
Loading...

You may also like...