DIVERSIFIED HEALTHCARE TRUST
For the period ended May 29, 2025. Filed Mar 20, 2025.
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May 29, 2025 · Filed Mar 20, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| | ☑ | | | Filed by the Registrant | | | ☐ | | | Filed by a Party other than the Registrant | |
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| | | Check the appropriate box: | | | ||||
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| | | ☐ | | | | Preliminary Proxy Statement | | |
| | | ☐ | | | | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) | | |
| | | ☑ | | | | Definitive Proxy Statement | | |
| | | ☐ | | | | Definitive Additional Materials | | |
| | | ☐ | | | | Soliciting Material under §.240.14a-12 | | |
Diversified Healthcare Trust
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| | | Payment of Filing Fee (Check the appropriate box): | | | ||||
|---|---|---|---|---|---|---|---|---|
| | | ☑ | | | | No fee required. | | |
| | | ☐ | | | | Fee paid previously with preliminary materials. | | |
| | | ☐ | | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | | |
Notice of 2025 Annual Meeting
of Shareholders and Proxy Statement
Thursday, May 29, 2025 at 9:30 a.m., Eastern Time
Live Webcast Accessible at
https://www.virtualshareholdermeeting.com/DHC2025
LETTER TO OUR SHAREHOLDERS
FROM YOUR BOARD OF TRUSTEES
Dear Fellow Shareholders:
Please join us for our 2025 Annual Meeting of Shareholders, which will be held virtually at 9:30 a.m. on Thursday, May 29, 2025. The business to be conducted at the meeting is explained in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials over the internet expedites your receipt of these important materials while reducing the cost and environmental impact of our annual meeting.
Throughout 2024, we conducted a top to bottom analysis of our SHOP assets and operators as we sought to best position our company for further NOI growth. We finished the year on a high note by reaching 80% SHOP occupancy for the first time since the first quarter of 2020, which was a 70-basis point increase over the prior year. On a year over-year basis, we achieved a 56% improvement in SHOP NOI, a 7.3% increase in SHOP revenues and a 6.7% improvement in average monthly rental rate, resulting in margin expansion of 250 basis points. These positive trends underscore our continued momentum in our SHOP segment.
With respect to our medical office and life science portfolio, we executed 397,000 square feet of leases with an 8.9% average rent rollup during the year. Same store occupancy for this portfolio remained steady at over 90%. With leases representing 7.9% of our annualized revenue expiring in 2025, we are actively marketing properties with vacancies and upcoming expirations.
We also were active in implementing refinancing strategies. In May, we closed a $120 million mortgage loan secured by eight properties within DHC’s medical office and life science portfolio. At year end, we were working to close mortgage loans secured by 27 senior living communities with $340 million in expected loan proceeds. We plan to use the proceeds, cash and unencumbered assets sales to address our 2025 debt maturities. In addition, in September, we announced the sale of 18 triple net leased senior living communities to Brookdale for $135 million, or $154,000 per unit, which closed in February 2025, and in January 2025 we closed on the sale of the Muse Life Science asset in San Diego for $159 million, and we used the net proceeds of both sales to pay down our zero coupon bond.
We thank you for your investment in our Company and for the trust you place in us to oversee your interests in our business.
March 20, 2025
| | | | | Christopher J. Bilotto | | | Phyllis M. Hollis | |
|---|---|---|---|---|---|---|---|---|
| | | | | Alan Felder | | | Dawn K. Neher | |
| | | | | John L. Harrington | | | Adam Portnoy | |
| | | | | Lisa Harris Jones | | | Jeffrey P. Somers | |
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS OF DIVERSIFIED HEALTHCARE TRUST
| | Location: Live Webcast Accessible at https://www.virtual shareholdermeeting.com/DHC2025 Date: Thursday, May 29, 2025 Time: 9:30 a.m., Eastern Time | | | Agenda: • Elect the Trustee nominees identified in the accompanying Proxy Statement to our Board of Trustees; • Advisory vote to approve executive compensation; • Approve the Diversified Healthcare Trust Second Amended and Restated 2012 Equity Compensation Plan; • Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2025 fiscal year; and • Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting. | |
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| | | | | Record Date: You can vote if you were a shareholder of record as of the close of business on March 13, 2025 (the “Record Date”). | |
| | | | | Attending Our 2025 Annual Meeting: To provide all of our shareholders an opportunity to participate in our 2025 Annual Meeting, our 2025 Annual Meeting will be a virtual meeting of shareholders which will be conducted by webcast. Shareholders will be able to listen, vote and submit questions online during our 2025 Annual Meeting. In order to attend and participate in our 2025 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern Time, on May 28, 2025. | |
| | | | | • Record Owners: If you are a shareholder as of the close of business on the Record Date who holds shares directly, you may participate in our 2025 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/DHC2025 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials or proxy card. | |
| | | | | • Beneficial Owners: If you are a shareholder as of the close of business on the Record Date who holds shares indirectly through a brokerage firm, bank or other nominee, you may participate in our 2025 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/DHC2025 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. Please follow the instructions from your bank, broker or other nominee included with these proxy materials, or contact your bank, broker or other nominee to request a control number if needed. | |
| | | | | Please see the accompanying Proxy Statement for additional information. | |
| | | | | By Order of our Board of Trustees, Jennifer B. Clark Secretary March 20, 2025 | |
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