American Healthcare REIT Inc
For the period ended Apr 10, 2025. Filed Apr 10, 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.
Apr 10, 2025 · Filed Apr 10, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrantþ
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)) |
| þ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
| AMERICAN HEALTHCARE REIT, 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 all boxes that apply): | |
| þ | 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. |
18191 Von Karman AvenueSuite 300Irvine, CA 92612(949) 270-9200
April 10, 2025
Dear Stockholder:
On behalf of our Board of Directors, I cordially invite you to attend the 2025 Annual Meeting of Stockholders of American Healthcare REIT, Inc., to be held on June 25, 2025 at 8:00 a.m. local time, at the Irvine Marriott, located at 18000 Von Karman Avenue, Irvine, California 92612. We look forward to your attendance.
The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement describe the formal business to be acted upon by our stockholders, including the election of the nine directors named in this Proxy Statement; the ratification of the appointment of our independent registered public accounting firm; the approval, on an advisory (non-binding) basis, of the compensation paid to our named executive officers; and the approval of the American Healthcare REIT, Inc. 2025 Manager Equity Plan.
Moreover, we will provide an update on our portfolio and company performance at the 2025 Annual Meeting of Stockholders.
Every stockholder’s vote is important and assists us in establishing the necessary quorum to conduct business at the 2025 Annual Meeting of Stockholders. Regardless of the number of shares of our common stock you own, it is very important that your shares be represented at the 2025 Annual Meeting of Stockholders. Accordingly, whether or not you intend to be present at the 2025 Annual Meeting of Stockholders, we appreciate your prompt attention in voting and submitting your proxy. You may do this by completing, signing and dating the accompanying proxy card and returning it in the accompanying self-addressed, postage-paid return envelope. You also may authorize a proxy via the Internet at https://www.proxyvote.com or by telephone by dialing toll-free 1 (800) 690-6903. Please follow the directions provided in the proxy statement. This will not prevent you from attending and voting in person at the 2025 Annual Meeting of Stockholders, but will assure that your vote will be counted if you are unable to attend the 2025 Annual Meeting of Stockholders.
Thank you for your attention to this matter and for your continued support of, and interest in, our company.
Sincerely,
Jeffrey T. Hanson
Non-Executive Chairman of the Board of Directors
TABLE OF CONTENTS
| Page | |
|---|---|
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 25, 2025 | i |
| PROXY STATEMENT | 1 |
| PROPOSAL FOR ELECTION OF DIRECTORS | 4 |
| EXECUTIVE OFFICERS | 11 |
| OTHER KEY OFFICERS | 12 |
| CORPORATE GOVERNANCE | 14 |
| COMPENSATION DISCUSSION AND ANALYSIS | 22 |
| COMPENSATION COMMITTEE REPORT | 36 |
| EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION | 37 |
| COMPENSATION OF DIRECTORS | 48 |
| EQUITY COMPENSATION PLAN INFORMATION | 50 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 51 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 53 |
| PROPOSAL FOR RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 54 |
| RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM; AUDIT AND NON-AUDIT FEES | 54 |
| AUDIT COMMITTEE REPORT TO STOCKHOLDERS | 55 |
| PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS | 56 |
| PROPOSAL TO APPROVE THE AMERICAN HEALTHCARE REIT, INC. 2025 MANAGER EQUITY PLAN | 57 |
| DIRECTOR NOMINATIONS AND PROPOSALS FOR 2026 ANNUAL MEETING OF STOCKHOLDERS | 61 |
| OTHER MATTERS | 61 |
| HOUSEHOLDING OF PROXY MATERIALS | 61 |
| APPENDIX A: NON-GAAP FINANCIAL MEASURES RECONCILIATION | 62 |
| APPENDIX B: AMERICAN HEALTHCARE REIT, INC. 2025 MANAGER EQUITY PLAN | 69 |
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