National Health Investors (NHI) Proxy Filing summary

Executive summary

• Land & Buildings is soliciting proxies to elect two independent nominees to the board, citing concerns over board independence, conflicts of interest, and corporate governance at the company.

• The solicitation follows a year of engagement with management, highlighting issues with board composition, particularly relationships with a major tenant, NHC.

• Land & Buildings believes the company is undervalued due to outdated governance and lack of independent oversight, especially regarding the NHC lease renewal and acquisition opportunities.

• The proxy contest seeks to replace two incumbent directors and support immediate board declassification for greater accountability.

Voting matters and shareholder proposals

• Proposals include electing two Land & Buildings nominees, an advisory vote on executive compensation, ratification of the auditor, and two declassification proposals (one from the company, one from Land & Buildings).

• Land & Buildings recommends voting for its nominees, for the unopposed company nominee, and for both declassification proposals.

• Stockholders can vote for up to three nominees using the GOLD universal proxy card; voting for more invalidates the ballot.

Board of directors and corporate governance

• The board is currently classified, with three classes of directors serving staggered terms.

• Land & Buildings criticizes the board's long tenure, interlocking relationships, and conflicts of interest, especially with NHC.

• The nominees, James Hoffmann and A. Adam Troso, are presented as highly qualified, independent, and free from conflicts.

• Land & Buildings advocates for immediate board declassification to allow annual director elections.