Land & Buildings Comments on Ventas ISS Report | Business

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STAMFORD, Conn.–(Small business WIRE)–Apr 18, 2022–

Land & Structures Expense Administration, LLC (jointly with its affiliate marketers, “Land & Buildings”), a substantial shareholder of Ventas, Inc. (NYSE: VTR) (“Ventas”, “VTR”, or the “Company”), nowadays issued the following assertion in reaction to a report issued by Institutional Shareholder Services Inc. (“ISS”) concerning the election of administrators to the Company’s Board of Administrators (the “Board”) at the impending 2022 Once-a-year Assembly of Shareholders (the “Annual Meeting”):

“We think that ISS achieved the improper summary by failing to suggest shareholders vote for modify in the Ventas boardroom. The Company has prolonged experienced from operational underperformance, funds allocation failures, inadequate conversation efforts and inadequate company governance methods that have led Ventas to trade a significant discounted to peers – and we feel a legitimate shareholder consultant is immediately desired on the Board to instill accountability and drive improved overall performance.

In spite of not agreeing with ISS’s recommendation, we consider it is notable that ISS agreed with numerous of our main arguments and worries pertaining to Ventas’ overall performance under the incumbent Board, highlighting that shareholders would have the ‘potential solution’ of ‘supporting a lot more substantive changes’ up coming 12 months really should the numerous gap to Welltower Inc. (NYSE: Effectively) not be shut. 1 We continue on to consider Jonathan Litt would provide the necessary real estate market 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:

“There is a defensible argument that, with no a shareholder representative in the boardroom that is independent of management, the conclusions that the corporation makes as the recovery in senior housing will take maintain could guide to undisciplined financial commitment, bad trader conversation, or skipped chances for operational optimization.”

ISS also factors out the Company’s sustained underperformance, particularly in comparison to its closest competitor, Welltower Inc.:

“[T]he company’s TSR lags that of Nicely, its self-recognized closest competitor, in all analyzed time intervals. There seems to be correlation involving the TSR and the firm’s relative valuation, with VTR persistently valued at a P/AFFO various that is lessen than Perfectly, and a gap concerning the two companies’ multiples that has developed wider more than time.”

“[T]he company’s initiatives to make price by transforming the portfolio or bettering trader communications have not generated constructive TSR.”

ISS notes the Board’s partnership with Michael Embler could cause shareholders to question his independence whilst recognizing his appointment was likely a reactionary move in reaction to Land & Buildings’ engagement:

“[Embler’s] appointment to the VTR board appears to be unnecessarily antagonistic, instead than responsive to the concerns lifted by the dissident.”

“The most latest appointment to the board… has history that could lead to issues about independence, concerns about the board’s motives, and could at some point jeopardize the reliability of the board’s method to refreshment.”

Land & Buildings urges shareholders to vote FOR the election of its very qualified nominee Jonathan Litt on the BLUE proxy card today.

Shareholders can obtain more info at www.cureventas.com.

If you have any thoughts, involve aid in voting your BLUE proxy card, or will need extra copies of Land and Buildings’ proxy supplies, make sure you call Saratoga at the cellular phone numbers mentioned under.

520 8 th Avenue, 14 th Flooring

New York, NY 10018

(212) 257-1311

Stockholders call toll free at (888) 368-0379

E mail: [email protected]

1 Permission to estimate from the ISS report was neither sought nor obtained. Emphases extra.

Perspective supply edition on businesswire.com:https://www.businesswire.com/information/property/20220418005437/en/

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