LTC PROPERTIES INC
For the period ended May 28, 2025. Filed Apr 15, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 28, 2025 · Filed Apr 15, 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 ◻ | |
| 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. | |
|---|---|
| (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.
NOTICE OF ANNUAL MEETING of stockholders
| | May 22, 2024 | | (Pacific Time) | | LTC2024 | | April 8, 2024 |
|---|---|---|---|---|---|---|---|
| DateWednesdayMay 28, 2025 | Time2:00 p.m.(Pacific Time) | Placewww.virtualshareholdermeeting.com/LTC2025 | Record DateThe close of business on March 31, 2025 |
The 2025 Annual Meeting of Stockholders of LTC Properties, Inc. will be held virtually, via live webcast, on Wednesday, May 28, 2025 at 2:00 p.m., Pacific Time, atwww.virtualshareholdermeeting.com/LTC2025 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 2025.
4. To approve the amendment and restatement of our company’s Charter to increase the number of authorized shares of common stock from 60,000,000 shares to 110,000,000 shares.
5. 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 2025 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 27, 2025. 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 27, 2025. 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 27, 2025. |
By Order of the Board of Directors,
| Caroline Chikhale Executive Vice President, Chief Financial Officerand Corporate SecretaryApril 15, 2025 | | ◆ | |
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| Important notice regarding the availability of proxy materials for the Stockholder Meeting to be held on May 28, 2025—the Proxy Statement and the 2024 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.