Activist investor Land & Buildings has nominated two folks to Nationwide Well being Buyers’ (NYSE: NHI) board of administrators as a part of a brand new proxy struggle.
The activist shareholder on Wednesday publicized a brand new letter saying its intention to appoint Jim Hoffman and Adam Troso to the NHI board of administrators.
Hoffman is an alumni of Wellington Administration Co., the place he served in a wide range of positions between 1997 and 2012, together with accomplice, senior vice chairman, international business analyst and REIT portfolio supervisor. He additionally has served on a number of private and non-private firm boards of administrators. Troso is the present CEO and Founding father of Subsequent Century Self Storage, an actual property funding firm that acquires and turns round self-storage services.
Land & Buildings’ nomination stems from what it referred to as “quite a few company governance points, interlocking relationships and extreme director tenure that plagued the NHI Board.” Particularly, the investor alleged “myriad conflicts of pursuits and interconnections between the members of the NHI Board and Nationwide HealthCare Company.”
Particularly, Land & Buildings famous it had issues concerning the presence of Robert Adams, Jimmy Jobe and Charlotte Swafford on the NHI board of administrators, given their previous and present hyperlinks to Nationwide HealthCare Corp. and the truth that NHI is at present negotiating a grasp lease with the corporate, representing “the single-greatest supply of upside for NHI money flows and shareholder worth,” based on the activist shareholder.
“We imagine the mixture of lengthy tenure, private relationships amongst these administrators, their prior employment at NHC and/or vital holdings of NHC, make all three administrators conflicted and unsuitable for continued service on the board,” the Land & Buildings letter learn.
Land & Buildings additionally took problem with the truth that the NHI board “selected to not enact time period limits or a retirement age, following a promise final yr to discover such pro-shareholder proposals.”
“The actual fact sample is evident to us: NHI’s Board is concentrated on doing the naked minimal to seem aware of shareholders’ pursuits, not on making significant governance enhancements that may improve worth and promote accountability,” the Land & Buildings letter reads.
Land & Buildings added it believes NHI may purchase upward of $1 billion of senior housing properties over the subsequent one to 2 years.
“We’re enthusiastic about this chance however deeply involved by the shortage of actual property and capital markets experience on the board to correctly consider such massive scale of transactions,” the letter reads.
The transfer comes a number of years after the activist shareholder initiated a proxy struggle with Ventas (NYSE: VTR) whereby it nominated Founder and Chief Funding Officer Jonathan Litt to the Chicago-based actual property funding belief’s (REIT) board of administrators. Land & Buildings subsequently withdrew its nomination a few month later after discussions with the REIT.
Land & Buildings additionally took goal at Brookdale Senior Dwelling (NYSE: BKD) in 2018 and later began an identical proxy struggle in 2019 when it nominated Jay Flaherty, former CEO of actual property funding belief HCP, to the Brookdale board. Land & Buildings additionally in the end withdrew its nomination.
