LTC Properties (LTC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 28, 2025, to be held virtually, with record date March 31, 2025.

• Key proposals: election of six directors, advisory vote on executive compensation, ratification of Ernst & Young LLP as auditor, and amendment to increase authorized common stock.

• 2024 business highlights include major joint ventures, leadership transition, and significant liquidity improvement.

• Portfolio is diversified across property types and geographies, with a focus on seniors housing and skilled nursing.

Voting matters and shareholder proposals

• Proposal 1: Elect six directors for one-year terms; board recommends voting for all nominees.

• Proposal 2: Advisory approval of named executive officer compensation; board recommends approval.

• Proposal 3: Ratification of Ernst & Young LLP as independent auditor for 2025; board recommends approval.

• Proposal 4: Amendment to Charter to increase authorized common stock from 60M to 110M shares; board recommends approval.

• Shareholders may submit proposals for future meetings following specified procedures.

Board of directors and corporate governance

• Board consists of six members, 83% independent, with average tenure of 13 years and 33% female representation.

• Board committees: Audit, Compensation, ESG, Investment, and Nominating & Corporate Governance, all composed of independent directors.

• Annual self-assessment and director education are emphasized.

• Lead independent director role established for enhanced governance.