LTC PROPERTIES INC
For the period ended May 22, 2024. Filed Apr 16, 2024.
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May 22, 2024 · Filed Apr 16, 2024
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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 ⌧ | |
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| Filed by a Party other than the Registrant ◻ | |
| Check the appropriate box: | |
| ◻ | 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 |
| LTC Properties, Inc. | |
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| (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. |
FORWARD-LOOKING STATEMENTS
This proxy statement includes statements that are not purely historical and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our company’s expectations, beliefs, intentions or strategies regarding the future. All statements other than historical facts contained in this proxy statement are forward-looking statements. These forward-looking statements involve a number of risks and uncertainties. Please see our company’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and other publicly available filings with the Securities and Exchange Commission for a discussion of these and other risks and uncertainties. All forward-looking statements included in this proxy statement are based on information available to our company on the date hereof, and we assume no obligation to update such forward-looking statements. Although our company’s management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. The actual results achieved by our company may differ materially from any forward-looking statements due to the risks and uncertainties of such statements.
WEBSITe REFERENcES
References to our website through this proxy statement are provided for convenience only and the content on our website does not constitute a part of, and shall not be deemed incorporated by reference into, this proxy statement.
| WELCOME FROM THE CHAIR AND CEO On behalf of the Board of Directors, I present to you the 2024 Proxy Statement. We thank you for your ongoing support. Last year was a significant year for LTC, demonstrating our commitment to optimizing our portfolio while positioning ourselves for growth. We completed $262 million in investments, the largest investment year since 2015, while generating nearly $90 million in sales and mezzanine loan proceeds. In the meantime, we were laser-focused on asset management and strengthening our portfolio.We successfully restructured our 35-property Brookdale portfolio. By re-leasing, transferring, and selling properties, we not only optimized our asset base but also enhanced our revenue stream, demonstrating our agility and strategic foresight in navigating market dynamics.Our financial health remains robust, with liquidity of approximately $194 million at December 31, 2023, comprised of cash on hand, available lines of credit, and amounts available under our ATM. We are well positioned to seize new investment opportunities and to deliver value to our shareholders, as evidenced in our consistent monthly dividend.From a governance perspective, as we bid farewell to Devra Shapiro and James Pieczynski we express our gratitude for their many years of dedicated service. We are pleased to welcome David Gruber to our Board. He brings a multi-decade career in investment banking and capital markets experience, plus a longstanding working relationship with LTC. Additionally, Brad Preber has been nominated to the Board. His expertise in leadership of a public accounting firm, including risk assessment and cybersecurity oversight, further strengthens our governance structure.We remain optimistic about the future, buoyed by our ability to execute strategic transactions, maintain a strong balance sheet, and foster enduring relationships with our operators. Our agility, creativity, and focus on collaborative solutions underscore our commitment to creating shareholder value.In closing, I am immensely proud of our accomplishments in 2023 and optimistic about the opportunities that lie ahead. I look forward to sharing our progress in the coming months and am grateful for your support.Wendy SimpsonChairman of the Board of Directors and Chief Executive Officer | | WENDY SIMPSONChairman and Chief Executive Officer |
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| | “2023 was a year ofexecution for LTC. Due tothe hard work of our teamwe resolved many of theportfolio challenges we facedduring the year.” | |
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NOTICE OF ANNUAL MEETING of stockholders
| DateWednesdayMay 22, 2024 | Time5:00 p.m.(Pacific Time) | Placewww.virtualshareholdermeeting.com/LTC2024 | Record DateThe close of business on April 8, 2024 |
The 2024 Annual Meeting of Stockholders of LTC Properties, Inc. will be held virtually, via live webcast, on Wednesday, May 22, 2024 at 5:00 p.m., Pacific Time, atwww.virtualshareholdermeeting.com/LTC2024 to conduct the following items of business:
1. To elect six directors to serve on the Board of Directors for the ensuing year and until the election and qualification of their respective successors.
2. To approve, on an advisory basis, the compensation of the named executive officers.
3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2024.
4. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
Please Vote
Whether or not you plan to attend the 2024 Annual Meeting virtually, please vote as promptly as possible.
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| Vote by Internet | | Vote by Phone – 1-800-690-6903 | Vote by Mail | |
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| Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 21, 2024. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. | | Transmit your voting instructions by telephone up until 11:59 p.m. Eastern Time on May 21, 2024. Have your proxy card in hand when you call and then follow the instructions. | | Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided, or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Voting instructions must be received by 11:59 p.m. Eastern Time on May 21, 2024. |
By Order of the Board of Directors,
| Pamela J. Shelley-KesslerCo-President, Chief Financial Officerand Corporate SecretaryApril 16, 2024 | | ◆ | |
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| Important notice regarding the availability of proxy materials for the Stockholder Meeting to be held on May 22, 2024—the Proxy Statement and the 2023 Annual Report are available at http://materials.proxyvote.com/502175. | |||
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.