NHI and Land & Buildings clash over board nominees in proxy filings before May meeting

With the annual National Health Investors shareholder meeting set for May 21, the real estate investment trust and activist investor Land & Buildings are presenting competing arguments for their preferred board member nominees.

A proxy statement filed by NHI outlined that four directors, Robert G. Adams, Robert W. Chapin Jr., James R. Jobe, and Candice W. Todd, are up for re-election. NHI has emphasized the diverse experience and expertise of its director nominees as ideal for overseeing the ongoing growth opportunities in senior housing.

On the other hand, Land & Buildings, holding a 1.3% stake in NHI, has been pushing for changes to the board. In February, they initiated a proxy fight seeking to replace two board members, Adams and Jobe, with James Hoffmann and A. Adam Troso. Land & Buildings argue that NHI has significant potential for value creation and that the current board is too closely associated with National Healthcare Corp, one of its key tenants.

Despite Land & Buildings’ assertions, NHI maintains that the proposed board changes are unnecessary. NHI stated in a press release that Land & Buildings has not put forth any new ideas for NHI’s business strategy and believes that their demands to place their chosen candidates on the board are unjustified.

This is not the first time Land & Buildings has contested NHI’s board composition. Last April, they opposed the re-election of board members Robert Webb and Charlotte Swafford. While Webb was re-elected, he has since retired. NHI emphasized that they have thoroughly evaluated Land & Buildings’ nominees and still believe that their recommended candidates are best equipped to serve the interests of all shareholders.

In a letter addressed to stockholders, NHI declared that Land & Buildings’ nominees had been carefully considered and interviewed by the Board Chair and the Nominating and Corporate Governance Committee. It was asserted that the nominees endorsed by NHI’s board are better suited to represent shareholder interests and ensure continued accountability in delivering strong returns, as seen in 2024.