LTC Properties (LTC) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, with voting on director elections, executive compensation, and auditor ratification.

• The company transitioned in 2025 to a seniors housing operating portfolio (SHOP), now 24% of investments.

• Key 2025 transactions included $353M in SHOP acquisitions, $93.7M in mortgage loans, and $101M in ATM stock sales.

• The board expanded the credit facility to $800M and refreshed membership with a new director.

Voting matters and shareholder proposals

• Shareholders will vote to elect six directors, approve executive compensation (say-on-pay), and ratify Ernst & Young LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be received by December 9, 2026.

Board of directors and corporate governance

• Board consists of six directors (five independent, one executive), with 33% female and 17% non-white representation.

• All directors stand for annual election; majority voting standard applies.

• Board committees: Audit, Compensation, Investment, Nominating & Corporate Governance, and Sustainability & Corporate Responsibility.

• Lead independent director structure in place; annual board and committee self-assessments.

• Code of Business Conduct and Ethics and Corporate Governance Guidelines adopted.