Independent
Tenure on this board
5.2 yrs
6 nominees · 3 ballot items.
Election of six directors; advisory approval of named executive officer compensation (“Say-on-Pay”); and ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2026.
Elect six directors to serve until the 2027 Annual Meeting and until their successors are elected and qualified.
Non-binding, advisory approval ("Say-on-Pay") of the compensation of the named executive officers as disclosed in the proxy statement.
This is an advisory management proposal asking stockholders to approve, on a non-binding basis, the compensation of LTC’s named executive officers as disclosed in the proxy statement (the executive compensation disclosure and the CD&A). Management seeks shareholder approval to confirm support for its executive pay practices, including a mix of base salary, annual cash bonuses tied 50% to Adjusted FAD per share and 50% to qualitative assessments, and long-term equity awards comprised of restricted stock awards and performance stock units tied to absolute and relative TSR. The Board recommends FOR, citing the 95% prior support in 2025 and alignment of pay to performance through metrics like Adjusted FAD and TSR, and underscores compensation governance features such as independent Compensation Committee oversight, clawback policy, anti-hedging/pledging, stock ownership guidelines, and double-trigger severance. Because the vote is advisory, the Board will consider the results but is not bound to take action; management frames the program as performance-driven and aligned with long-term shareholder value, while noting pay levels for newly promoted Co-CEOs and CFO were set below peer medians to allow growth with experience and to preserve alignment.
Ratify the appointment of Ernst & Young LLP as LTC’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.6% | 5,411,970 | $201M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.5% | 4,887,350 | $182M |
| 3 | STATE STREET CORP | 6.1% | 3,145,985 | $117M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 2,108,460 | $78M |
| 5 | BlackRock, Inc. | 3.7% | 1,896,480 | $70M |
| 6 | AMERICAN CENTURY COMPANIES INC | 2.6% | 1,329,164 | $49M |
| 7 | TWO SIGMA INVESTMENTS, LP | 2.4% | 1,252,657 | $47M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 1,175,556 | $44M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.8% | 908,360 | $34M |
| 10 | Advisors Capital Management, LLC | 1.5% | 783,747 | $29M |
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