Stamford, CT-based Land & Buildings has put forth three candidates for Ventas’ board of directors to be voted on at the Chicago-based real estate investment trust’s next annual meeting of stockholders, Ventas said Thursday in a press release.
The release was issued in response to an article published by Reuters, according to a spokesman for Ventas. The REIT has not announced the date of its stockholder meeting, the spokesman confirmed.
Ventas and Land & Buildings both declined to provide a copy of the letter to the McKnight’s Business Daily. The nominations were filed privately, according to a Land & Buildings spokesman.
The shareholder did not issue a press release, but Land & Buildings’ founder and Chief Investment Officer Jonathan Litt shared a link to the Reuters article on X, the social media platform formerly known as Twitter. The article states that the company is “arguing that change is needed to improve performance” at the REIT.
Further, the article identifies the three proposed board candidates as Nori Gerardo Lietz, who teaches at the Harvard Business School and is the founder of real estate advisory firm Arete Capital; Ted Bigman, who led the global listed real assets business at Morgan Stanley; and John Guinee, who worked at Stifel, Nicolaus & Co. and is a member of the board of Plymouth Industrial REIT.
A link in Litt’s tweet sent followers to a document that indicates that Land & Buildings “intends to file a preliminary proxy statement and accompanying universal proxy card” with the Securities & Exchange Commission related to the slate of candidates.
Ventas shared Litt’s tweet in its own filing with the SEC late Thursday.
In its press release, Ventas said it would evaluate the candidates put forth by Land & Buildings “consistent with its established practices” and would file with the SEC its formal recommendation regarding the nominees in its proxy statement before the stockholders’ meeting.
“The Ventas Board of Directors and management team are committed to acting in the best interests of the Company and all shareholders. Ventas shareholders today benefit from a strong, diverse and experienced board composed of 11 highly qualified directors, 10 of whom are independent, with significant leadership, investment, financial and operating experience across real estate, healthcare, development, REITs and public companies,” Ventas said in a statement.
The activist shareholder owns approximately $50 million worth of stock in the REIT, amounting to a stake of less than 1%, the Wall Street Journal previously reported.
This is not the first time Land & Buildings has challenged Ventas’ management and board.
In March 2022, the public real estate activist hedge fund accused Ventas of “long-term underperformance” and announced Litt’s own nomination for the board, but that nomination was withdrawn a month later.
In an April 2023 letter to shareholders, Litt announced his intention to vote against the election of James Shelton, lead independent director, and Ventas Chair and CEO Debra Cafaro, the two longest-serving directors, at the REIT’s 2023 shareholder meeting.
Again in September 2023, Litt challenged Ventas leadership in a public letter in which he described Ventas’ recent financial performance as “lackluster” and called for “substantial change.”
According to Cafaro, however, the REIT performed well in 2023.
“We are pleased to improve our 2023 outlook and to see that while we certainly have more work to do, our total returns to shareholders over the last one- to three-year period, and since the beginning of 2022, have outperformed healthcare REITs and the REIT industry,” she said during third-quarter earnings call.
The company’s senior housing operating portfolio saw double-digit same-store cash net operating income growth for the fifth consecutive quarter in the third quarter of 2023, according to Justin Hutchens, the REIT’s chief investment officer and executive vice president of senior housing,
In December, Ventas declared a quarterly dividend of $0.45 per common share, which will be paid Jan. 18 to stockholders of record as of the close of business on Jan. 2.
Ventas noted in Thursday’s press release “the importance of ongoing refreshment” and said that it already has a director succession and search process in place.
“This includes annual director evaluations, feedback from our investors and support from third-party search firms. To that end, the board has appointed four new independent directors in the last four years,” the REIT said.
