National Health Investors (NHI), a Murfreesboro, TN-based real estate investment trust (REIT), successfully defended its board seats against a challenge from activist investor Land & Buildings Investment Management (L&B). At NHI's 2025 annual stockholders meeting on Wednesday, all four of the company’s director nominees were elected, according to preliminary voting results. This outcome concluded a contentious proxy fight initiated by L&B in February.

Land & Buildings stated that its bid to gain board representation fell "just short," with a narrow margin of approximately 1% of the outstanding shares. L&B, which holds a 1.3% stake in NHI, had nominated James Hoffmann and A. Adam Troso in an attempt to replace incumbent NHI board members Robert G. Adams and James R. Jobe. Despite the loss, L&B asserted that improvements made by NHI were a direct result of its engagement. The activist investor also highlighted that its nominees received support from at least 60% of unaffiliated stockholders of NHI and National Healthcare Corp. (NHC), one of NHI's largest tenants, who voted. L&B has consistently argued that NHI's board is too closely tied to NHC.

NHI's elected nominees included Robert G. Adams, Robert W. Chapin Jr., James R. Jobe, and Candice W. Todd. In response to the election results, NHI stated it appreciated the "constructive dialogue" with stockholders and believed the outcome "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 REIT also noted that feedback received since 2020 has led to significant changes in its corporate governance and board composition, including a recent amendment to declassify its board. NHI had previously described the proxy fight as "costly, distracting and time-consuming."

Despite the election outcome, Land & Buildings vowed to "keep a close eye" on NHI, particularly on lease renewal negotiations with NHC and future capital allocation decisions, to ensure value maximization. The firm warned it would not hesitate to hold NHI accountable, potentially taking concerns directly to stockholders again. This was not L&B's first attempt to influence NHI's board; in the previous year, L&B unsuccessfully encouraged shareholders to vote against two other incumbent directors, Robert Webb and Charlotte Swafford.

National Health Investors’ senior living portfolio includes communities managed by prominent operators such as Bickford Senior Living, Discovery Senior Living, Encore Senior Living, Life Care Services, Senior Living Communities, and Spring Arbor Senior Living. The final election results will be formally reported by NHI in a Form 8-K filed with the Securities and Exchange Commission. Land & Buildings Investment Management has a history of activist activities involving other senior living-related companies, including Brookdale Senior Living, Ventas, and Healthcare Realty Trust.