National Health Investors (NHI) Proxy Filing summary

Executive summary

• Land & Buildings Capital Growth Fund, LP is soliciting proxies to elect two independent nominees to the board of National Health Investors, Inc. (NHI) at the 2025 Annual Meeting, citing concerns over board independence and conflicts of interest, especially regarding lease negotiations with a major tenant, NHC.

• The proxy contest follows a year of engagement with NHI management and board, with Land & Buildings highlighting poor corporate governance, lack of board independence, and underperformance relative to peers.

• Land & Buildings believes NHI is undervalued due to outdated governance and conflicts, and that new directors with real estate and capital markets expertise are needed to unlock value and oversee a significant acquisition pipeline.

• The proxy solicitation recommends voting for the two Land & Buildings nominees and two unopposed company nominees, and supports the proposal to declassify the board.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of four directors (two Land & Buildings nominees, two unopposed company nominees), (2) declassification of the board, (3) advisory vote on executive compensation, and (4) ratification of the independent auditor.

• Land & Buildings urges support for its nominees and the declassification proposal, and intends to vote for the executive compensation and auditor ratification proposals.

• Voting is via a GOLD universal proxy card, allowing selection of any combination of up to four nominees.

Board of directors and corporate governance

• Land & Buildings criticizes the current board for long tenure, interlocking relationships, and conflicts of interest, particularly with NHC.

• The board was recently expanded to eight members, with a new director appointed unilaterally by the company.

• The declassification proposal would phase in annual elections for all directors by 2027, replacing the current classified structure.

• Land & Buildings' nominees, James Hoffmann and A. Adam Troso, are presented as highly qualified, independent, and free from conflicts.