Land & Buildings Investment Management, LLC (together with its affiliates, “Land & Buildings”), a significant shareholder of Ventas, Inc. (NYSE: VTR) (“Ventas”, “VTR”, or the “Company”), today issued the following statement in response to a report issued by Institutional Shareholder Services Inc. (“ISS”) regarding the election of directors to the Company’s Board of Directors (the “Board”) at the upcoming 2022 Annual Meeting of Shareholders (the “Annual Meeting”):
“We believe that ISS reached the wrong conclusion by failing to recommend shareholders vote for change in the Ventas boardroom. The Company has long suffered from operational underperformance, capital allocation failures, poor communication efforts and poor corporate governance practices that have led Ventas to trade a significant discount to peers – and we believe a true shareholder representative is immediately needed on the Board to instill accountability and drive improved performance.
In spite of not agreeing with ISS’s recommendation, we think it is notable that ISS agreed with many of our core arguments and concerns regarding Ventas’ performance under the incumbent Board, highlighting that shareholders would have the ‘potential solution’ of ‘supporting more substantive changes’ next year should the multiple gap to Welltower Inc. (NYSE: WELL) not be closed.1 We continue to believe Jonathan Litt would bring the necessary real estate industry expertise and shareholder-aligned perspectives to the boardroom and urge shareholders to vote on the BLUE proxy card FOR the election of Jonathan Litt to the Ventas Board.”
In its report, ISS writes:
ISS also points out the Company’s sustained underperformance, specifically in comparison to its closest competitor, Welltower Inc.:
ISS notes the Board’s relationship with Michael Embler may cause shareholders to question his independence while recognizing his appointment was likely a reactionary move in response to Land & Buildings’ engagement:
Land & Buildings urges shareholders to vote FOR the election of its highly qualified nominee Jonathan Litt on the BLUE proxy card today.
Shareholders can find additional information at www.cureventas.com.
If you have any questions, require assistance in voting your BLUE proxy card, or need additional copies of Land and Buildings’ proxy materials, please contact Saratoga at the phone numbers listed below.
520 8th Avenue, 14th Floor
New York, NY 10018
(212) 257-1311
Stockholders call toll free at (888) 368-0379
Email: [email protected]
1 Permission to quote from the ISS report was neither sought nor obtained. Emphases added.
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