Land & Buildings Comments on Ventas ISS Report

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

Land & Buildings Expenditure Administration, LLC (with each other with its affiliate marketers, “Land & Buildings”), a significant shareholder of Ventas, Inc. (NYSE: VTR) (“Ventas”, “VTR”, or the “Company”), today issued the next statement in response to a report issued by Institutional Shareholder Solutions Inc. (“ISS”) relating to the election of directors to the Company’s Board of Directors (the “Board”) at the impending 2022 Once-a-year Conference of Shareholders (the “Annual Meeting”):

“We consider that ISS arrived at the wrong summary by failing to recommend shareholders vote for modify in the Ventas boardroom. The Organization has extended experienced from operational underperformance, funds allocation failures, poor communication attempts and poor company governance tactics that have led Ventas to trade a substantial discount to peers – and we think a correct shareholder agent is right away wanted on the Board to instill accountability and drive enhanced performance.

In spite of not agreeing with ISS’s recommendation, we assume it is notable that ISS agreed with quite a few of our core arguments and fears with regards to Ventas’ general performance less than the incumbent Board, highlighting that shareholders would have the ‘potential solution’ of ‘supporting more substantive changes’ upcoming 12 months really should the a number of gap to Welltower Inc. (NYSE: Perfectly) not be closed. 1 We carry on to think Jonathan Litt would bring the vital serious estate sector expertise and shareholder-aligned views 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 out a shareholder representative in the boardroom that is impartial of administration, the selections that the company makes as the recovery in senior housing usually takes keep could lead to undisciplined expenditure, very poor trader communication, or skipped alternatives for operational optimization.”

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

“[T]he firm’s TSR lags that of Perfectly, its self-determined closest competitor, in all analyzed time periods. There appears to be correlation in between the TSR and the firm’s relative valuation, with VTR persistently valued at a P/AFFO a number of that is decrease than Effectively, and a hole in between the two companies’ multiples that has grown wider above time.”

“[T]he firm’s initiatives to build worth by reworking the portfolio or strengthening trader communications have not created beneficial TSR.”

ISS notes the Board’s marriage with Michael Embler could bring about shareholders to problem his independence although recognizing his appointment was probable a reactionary move in reaction to Land & Buildings’ engagement:

“[Embler’s] appointment to the VTR board seems to be unnecessarily antagonistic, relatively than responsive to the problems elevated by the dissident.”

“The most new appointment to the board… has heritage that could direct to issues about independence, queries about the board’s motives, and could at some point jeopardize the reliability of the board’s tactic to refreshment.”

Land & Structures urges shareholders to vote FOR the election of its extremely competent nominee Jonathan Litt on the BLUE proxy card currently.

Shareholders can uncover further details at www.cureventas.com.

If you have any thoughts, have to have guidance in voting your BLUE proxy card, or require further copies of Land and Buildings’ proxy elements, remember to contact Saratoga at the cell phone numbers outlined down below.

520 8 th Avenue, 14 th Ground

New York, NY 10018

(212) 257-1311

Stockholders simply call toll cost-free at (888) 368-0379

E mail: [email protected]

1 Permission to estimate from the ISS report was neither sought nor attained. Emphases added.

Perspective source edition on businesswire.com:https://www.businesswire.com/news/home/20220418005437/en/

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