Diversified Healthcare Trust (DHC) Proxy filing summary

Executive summary

• Focused on strategic initiatives in 2025, including capital recycling, balance sheet strengthening, and operational improvements, particularly in the senior housing operating portfolio (SHOP).

• Transitioned 116 SHOP communities to new operators, aiming for improved occupancy, rental rates, and NOI growth over the next fiscal year.

• Achieved total shareholder returns of 113% in 2025, ranking first among U.S. REITs.

• Ended 2025 with no debt maturities until 2028, $4 billion in unencumbered assets, and $255 million in liquidity.

• Completed $605 million in non-core asset dispositions in 2025, with further dispositions planned for early 2026.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven trustee nominees, an advisory say-on-pay vote for executive compensation, and ratification of Deloitte & Touche LLP as independent auditors for 2026.

• Board recommends voting for all trustee nominees and for both executive compensation and auditor ratification.

• Shareholders can submit proposals for the 2027 annual meeting by November 19, 2026, with proxy access and advance notice provisions detailed in the bylaws.

Board of directors and corporate governance

• Board consists of seven members: five independent trustees and two managing trustees.

• Board composition emphasizes diversity, financial literacy, governance, and industry expertise.

• Annual elections for all trustees; proxy access bylaw in place; resignation policy for trustees not receiving majority votes.

• Lead Independent Trustee role with defined responsibilities; all committees comprised solely of independent trustees.

• Regular shareholder engagement and annual board/committee evaluations.