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Land & Buildings Comments on Ventas ISS Report | Business

STAMFORD, Conn.–(Business enterprise WIRE)–Apr 18, 2022–

Land & Buildings Investment decision Administration, LLC (collectively with its affiliate marketers, “Land & Buildings”), a considerable shareholder of Ventas, Inc. (NYSE: VTR) (“Ventas”, “VTR”, or the “Company”), right now issued the subsequent assertion in response to a report issued by Institutional Shareholder Solutions Inc. (“ISS”) concerning the election of administrators to the Company’s Board of Administrators (the “Board”) at the forthcoming 2022 Annual Meeting of Shareholders (the “Annual Meeting”):

“We think that ISS achieved the improper conclusion by failing to propose shareholders vote for adjust in the Ventas boardroom. The Enterprise has long experienced from operational underperformance, capital allocation failures, inadequate interaction efforts and very poor company governance techniques that have led Ventas to trade a major low cost to peers – and we believe a legitimate shareholder consultant is quickly needed on the Board to instill accountability and drive improved performance.

In spite of not agreeing with ISS’s recommendation, we consider it is notable that ISS agreed with a lot of of our main arguments and problems relating to Ventas’ functionality beneath the incumbent Board, highlighting that shareholders would have the ‘potential solution’ of ‘supporting a lot more substantive changes’ following 12 months ought to the various gap to Welltower Inc. (NYSE: Perfectly) not be shut. 1 We carry on to think Jonathan Litt would bring the essential true 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, without having a shareholder representative in the boardroom that is impartial of administration, the choices that the business would make as the recovery in senior housing normally takes hold could guide to undisciplined expenditure, weak trader communication, or skipped possibilities for operational optimization.”

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

  • “[T]he firm’s TSR lags that of Nicely, its self-identified closest competitor, in all analyzed time intervals. There seems to be correlation between the TSR and the company’s relative valuation, with VTR persistently valued at a P/AFFO a number of that is lower than Perfectly, and a gap involving the two companies’ multiples that has developed broader in excess of time.”
  • “[T]he firm’s attempts to build value by transforming the portfolio or increasing investor communications have not created beneficial TSR.”

ISS notes the Board’s romantic relationship with Michael Embler may possibly lead to shareholders to problem his independence while recognizing his appointment was probable a reactionary shift in reaction to Land & Buildings’ engagement:

  • “[Embler’s] appointment to the VTR board seems to be unnecessarily antagonistic, instead than responsive to the challenges lifted by the dissident.”
  • “The most new appointment to the board… has historical past that could direct to inquiries about independence, concerns about the board’s motives, and could ultimately jeopardize the reliability of the board’s solution to refreshment.”

Land & Properties urges shareholders to vote FOR the election of its hugely experienced nominee Jonathan Litt on the BLUE proxy card right now.

Shareholders can uncover additional facts at

If you have any concerns, involve assistance in voting your BLUE proxy card, or need to have additional copies of Land and Buildings’ proxy materials, remember to get in touch with Saratoga at the phone figures shown underneath.

520 8 th Avenue, 14 th Ground

New York, NY 10018

(212) 257-1311

Stockholders get in touch with toll totally free at (888) 368-0379

Email: [email protected]


1 Authorization to quote from the ISS report was neither sought nor acquired. Emphases additional.

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Longacre Square Associates

Dan Zacchei

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Investor Make contact with

Saratoga Proxy Consulting

John Ferguson

(212) 257-1311

[email protected]


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Source: Land & Buildings Financial investment Management, LLC

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PUB: 04/18/2022 02:08 PM/DISC: 04/18/2022 02:08 PM

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