UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☒ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under § 240.14a-12 |
| National Health Investors, Inc. |
(Name of Registrant as Specified In Its Charter)
|
| |
LAND & BUILDINGS CAPITAL
GROWTH FUND, LP
L&B GP LP
L&B GP LLC
L&B OPPORTUNITY FUND, LLC
LAND & BUILDINGS INVESTMENT
MANAGEMENT, LLC
JONATHAN LITT
JAMES HOFFMANN
A. ADAM TROSO
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
REVISED
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED APRIL 4, 2025
2025 ANNUAL MEETING OF
STOCKHOLDERS
OF
National Health Investors, Inc.
_____________________
PROXY STATEMENT
OF
Land & buildings capital growth fund, lp
_________________________
PLEASE VOTE ON THE ENCLOSED
GOLD UNIVERSAL PROXY CARD TODAY
Land & Buildings
Capital Growth Fund, LP (“L&B Capital”), L&B GP LP (“L&B GP”), L&B GP LLC, L&B Opportunity
Fund, LLC (“L&B Opportunity”), Land & Buildings Investment Management, LLC (“L&B Management”) and
Jonathan Litt (collectively, “Land & Buildings” or “we”) are investors in National Health Investors, Inc.,
a Maryland corporation (“NHI”, “National Health” or the “Company”), beneficially owning an aggregate
of 586,946 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company. We believe meaningful
change to the composition of the Company’s Board of Directors (the “Board”) is required to ensure that the Company
is being run in a manner consistent with stockholders’ best interests. Accordingly, we have nominated two (2) highly-qualified,
independent director nominees, who have strong, relevant backgrounds and are committed to acting objectively and with the best
interest of stockholders in mind. The need for true independence in the boardroom is underscored by the Company’s ongoing lease
negotiations with National HealthCare Corporation (“NHC”), a major tenant of the Company, in which several Board members
have relationships with and/or significant interests in, which we believe jeopardizes their ability to act objectively in overseeing
these critical lease negotiations.
Through this proxy
statement (the “Proxy Statement”) and accompanying GOLD universal proxy card, which are first being mailed or furnished
to stockholders on or about [•], 2025, we are seeking your support to elect our nominees
to the Board at the Company’s 2025 Annual Meeting of Stockholders, scheduled to be held virtually at www.cesonlineservices.com/nhi25_vm
on [•], 2025 at [•], CDT (including any adjournments
or postponements thereof and any meeting which may be called in lieu thereof, the “Annual Meeting”).
At the Annual Meeting, stockholders will have an opportunity:
| 1. | To elect Land & Buildings’
two (2) director nominees, James Hoffmann and A. Adam Troso (each, a “Land & Buildings
Nominee” and, together, the “Land & Buildings Nominees”), to serve
for one-year terms if Proposal 2 is approved by stockholders, or for either two or three-year
terms if Proposal 2 is not approved by our stockholders; |
| 2. | To vote on the Company’s proposal to approve an amendment to the Company’s Articles of Incorporation,
as amended (the “Charter”), to declassify the Board (the “Company Declassification Proposal”); |
| 3. | To vote on the Company’s proposal to approve, on an advisory basis, the compensation paid to the
Company’s named executive officers; |
| 4. | To vote on the Company’s proposal to ratify the Audit Committee’s selection of BDO USA, P.C.
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 5. | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponements
thereof. |
The Company has a classified
Board, which is currently divided into three (3) classes. According to the Company’s proxy statement, four (4) directors are standing
for election at the Annual Meeting. Through this Proxy Statement and enclosed GOLD universal proxy card, we are soliciting proxies
to elect not only our two (2) Land & Buildings Nominees, but also two (2) of the Company’s
nominees whose election we do not oppose, Candice W. Todd and Robert W. Chapin, Jr. (the “Unopposed
Company Nominees”). Land & Buildings and NHI will each be using a universal proxy card for voting on the election of directors
at the Annual Meeting, which will include the names of all nominees for election to the Board. Stockholders will have the ability to
vote for up to four (4) nominees on Land & Buildings’ enclosed GOLD universal proxy card. Any stockholder who wishes
to vote for a combination of the Land & Buildings Nominees and the Company nominees may do so on Land & Buildings’ GOLD
universal proxy card. There is no need to use the Company’s white universal proxy card or voting instruction form, regardless of
how you wish to vote.
Your vote to elect the
Land & Buildings Nominees will have the legal effect of replacing two (2) incumbent directors. If elected, the Land & Buildings
Nominees, subject to their fiduciary duties as directors, will seek to work with the other members of the Board to position the Company
to enhance stockholder value. However, the Land & Buildings Nominees will constitute a minority on the Board and there can be no guarantee
that they will be able to implement the actions that they believe are necessary to do so. There is no assurance that any of the Company’s
nominees will serve as directors if all or some of the Land & Buildings Nominees are elected. The names, background and qualifications
of the Company’s nominees, and other information about them, can be found in the Company’s proxy statement.
The Company has disclosed
that the Annual Meeting will be held in a virtual format only. Accordingly, there is no physical location for the Annual Meeting. For
further information on how to attend and vote virtually at the Annual Meeting and by proxy, please see the “VOTING AND PROXY PROCEDURES”
and “VIRTUAL MEETING” sections of this Proxy Statement.
Stockholders are permitted
to vote for less than four (4) nominees or for any combination (up to four (4) total) of the Land & Buildings Nominees and the Company’s
nominees on the enclosed GOLD universal proxy card. However, if stockholders choose to vote for any of the Company’s nominees,
we recommend that stockholders vote in favor of only the Unopposed Company Nominees, who we believe are sufficiently qualified to serve
as directors, to help achieve a Board composition that we believe is in the best interest of all stockholders. We believe the best opportunity
for all of the Land & Buildings Nominees to be elected is by voting on the GOLD universal proxy card. Land & Buildings
therefore urges stockholders using our GOLD universal proxy card to vote “FOR” all of the Land & Buildings
Nominees and “FOR” the Unopposed Company Nominees.
IF YOU MARK FEWER
THAN FOUR (4) “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, OUR GOLD UNIVERSAL PROXY CARD, WHEN DULY EXECUTED, WILL
BE VOTED ONLY AS DIRECTED. IF NO DIRECTION IS INDICATED WITH RESPECT TO HOW YOU WISH TO VOTE YOUR SHARES, THE PROXIES NAMED THEREIN WILL
VOTE SUCH SHARES “FOR” THE TWO (2) LAND & BUILDINGS NOMINEES AND THE TWO (2) UNOPPOSED COMPANY NOMINEES.
IMPORTANTLY, IF
YOU MARK MORE THAN FOUR (4) “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF
DIRECTORS WILL BE DEEMED INVALID.
The Company has set
the close of business on March 28, 2025, as the record date for determining stockholders entitled
to notice of and to vote at the Annual Meeting (the “Record Date”). Each outstanding share of Common Stock is entitled to
one vote on each matter to be voted upon at the Annual Meeting. Stockholders of record at the close of business on the Record Date will
be entitled to vote at the Annual Meeting. According to the Company, as of the Record Date, there were 46,650,729
shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The mailing address of the principal executive offices
of the Company is 222 Robert Rose Drive, Murfreesboro, Tenneessee 37129.
As of the date hereof,
the members of Land & Buildings and the other participants in this solicitation collectively own an aggregate of 594,446 shares of
Common Stock, and intend to vote all such shares “FOR” the Land & Buildings Nominees and the Unopposed Company
Nominees, “FOR” the Company Declassification Proposal, “FOR” the Company’s proposal to approve,
on an advisory basis, the compensation paid to the Company’s named executive officers, and “FOR” the Company’s
proposal to approve the Audit Committee’s selection of BDO USA, P.C. as the Company’s independent registered public accounting
firm for the 2025 fiscal year.
THIS
SOLICITATION IS BEING MADE BY LAND & BUILDINGS AND NOT ON BEHALF OF THE BOARD OR MANAGEMENT OF THE COMPANY. WE ARE NOT AWARE
OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING OTHER THAN AS SET FORTH IN THIS PROXY STATEMENT. SHOULD OTHER MATTERS, WHICH
LAND & BUILDINGS IS NOT AWARE OF A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE
THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED GOLD UNIVERSAL PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.
LAND & BUILDINGS URGES
YOU TO VOTE FOR ITS NOMINEES BY SIGNING, DATING AND RETURNING THE GOLD UNIVERSAL PROXY CARD TODAY.
IF YOU HAVE ALREADY
SENT A UNIVERSAL PROXY CARD FURNISHED BY COMPANY MANAGEMENT OR THE BOARD, YOU MAY REVOKE THAT PROXY AND VOTE ON EACH OF THE PROPOSALS
DESCRIBED IN THIS PROXY STATEMENT BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD UNIVERSAL PROXY CARD. THE LATEST DATED PROXY
IS THE ONLY ONE THAT WILL BE COUNTED. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE
OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING OR BY VOTING VIRTUALLY AT THE ANNUAL MEETING.
Important Notice Regarding
the Availability of Proxy Materials for the Annual Meeting:
This Proxy Statement and
our GOLD universal proxy card are available at
www.[•].com
______________________________
IMPORTANT
Your vote is important,
no matter how many or few shares of Common Stock you own. We urge you to vote FOR the election of the Land & Buildings Nominees and
in accordance with Land & Buildings’ recommendations on the other proposals on the agenda for the Annual Meeting by signing,
dating, and returning the enclosed GOLD universal proxy card today.
| · | If your shares of Common Stock are registered in your own name, please sign and date the enclosed GOLD
universal proxy card and return it to Land & Buildings c/o Saratoga Proxy Consulting LLC (“Saratoga”) in the enclosed
envelope today. |
| · | If your shares of Common Stock are held in a brokerage account or bank, you are considered the beneficial
owner of the shares of Common Stock, and these proxy materials, together with a GOLD voting instruction form, are being forwarded
to you by your broker or bank. As a beneficial owner, if you wish to vote, you must instruct your broker, trustee or other representative
how to vote. Your broker cannot vote your shares of Common Stock on your behalf without your instructions. |
| · | Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the
Internet. Please refer to the enclosed GOLD voting instruction form for instructions on how to vote electronically. You may also
vote by signing, dating and returning the enclosed GOLD voting instruction form in the enclosed pre-paid return envelope. |
| · | You
may vote your shares virtually at the Annual Meeting. Even if you plan to attend the virtual
Annual Meeting, we recommend that you submit your GOLD universal proxy card by mail
by the applicable deadline so that your vote will be counted if you later decide not to attend
the Annual Meeting. |
As Land & Buildings
is using a “universal” proxy card containing the Land & Buildings Nominees as well as the Company’s nominees, there
is no need to use any other proxy card regardless of how you intend to vote. However, Land & Buildings strongly urges you NOT
to sign or return any white proxy cards or voting instruction forms that you may receive from the Company. Even if you return the
white management proxy card marked “withhold” as a protest against the incumbent directors, it will revoke any proxy card
you may have previously sent to us.
|
If you have any questions, require
assistance in voting your GOLD universal proxy card,
or need additional copies of Land
& Buildings’ proxy materials,
please contact Saratoga at the
phone numbers listed below.
520 8th Avenue, 14th Floor
New York, NY 10018
(212) 257-1311
Stockholders
call toll free at (888) 368-0379
Email: info@saratogaproxy.com |
Background
to the Solicitation
The following is a chronology of material events
leading up to this proxy solicitation.
| · | Over the course of its investment in NHI, Land & Buildings has engaged in various communications with
Company management regarding Land & Buildings’ ordinary course investment due diligence as well as its serious concerns with
the Company’s corporate governance and the Board’s independence, among others. |
| · | On March 19, 2024, Land & Buildings sent a private letter to the independent members of the Board
expressing its concerns with numerous issues related to the structure and makeup of the Board. These concerns included certain NHI directors
possessing significant investments in NHC, one of the Company’s largest tenants, as well as long-standing interlocking relationships
on the Board. Land & Buildings expressed its belief that stockholders would find it difficult to trust that key decisions by the Board
are being evaluated with full independence and objectivity, highlighting specific concerns regarding maximizing NHI’s shareholder
value with respect to the NHC lease renewal. |
| · | On April 3, 2024, Mr. Litt and Corey Lorinsky had a video conference call with CEO Eric Mendelsohn
and directors Robert Webb, Tracy Colden, and James Jobe, to discuss various matters, including Land & Buildings’ concerns
about the Company’s corporate governance practices, conflicts of interest of certain members of the Board, and the NHC lease
renewal. |
| · | On April 4, 2024, the Company filed its proxy statement in connection with its 2024 annual meeting of
stockholders (the “2024 Annual Meeting”). |
| · | On April 18, 2024, Land & Buildings issued a public letter to the Company’s stockholders announcing
its intention to vote against the election of Charlotte Swafford and Mr. Webb at the 2024 Annual Meeting. In the letter, Land & Buildings
highlighted its concerns with the Company’s poor corporate governance practices and significant conflicts of interest among Board
members. |
| · | On May 6, 2024, the Company filed a supplement to its proxy statement announcing that, among other things,
it intended to submit a proposal at the Annual Meeting to declassify the Board, commence a search for a new director and begin the process
of evaluating the Board’s composition and potential term limits. |
| · | On May 9, 2024, Land & Buildings issued a press release responding to the Company’s May 6 proxy
supplement, expressing its belief that the actions announced by the Company were reactive and insufficient to address the serious corporate
governance concerns, including the conflicts of interest among Board members, previously raised by Land & Buildings. |
| · | On May 15, 2024, Land & Buildings issued a presentation titled “National Health Investors (NHI):
Voting Against the Troubling and Conflicted Status Quo at Upcoming Annual Meeting.” |
| · | On May 22, 2024, the Company held its 2024 Annual Meeting. According to the voting results for the meeting,
as disclosed by the Company on May 29, 2024, stockholders representing more than 33% of the votes cast (not including abstentions and
“broker non-votes”) voted against the reelection of Ms. Swafford to the Board and stockholders representing more than 38%
of the votes cast voted against the reelection of Mr. Webb to the Board. |
| · | On December 21, 2024, Land & Buildings sent a private letter to the independent members of the Board
reiterating its concerns regarding NHI’s poor corporate governance practices, including the lengthy tenure of several Board members
and the seeming lack of independence and conflicts of interest that permeate the boardroom, particularly in relation to NHI’s major
tenant, NHC. Land & Buildings also highlighted CareTrust REIT’s completion of ~$500 million in acquisitions in October 2024,
noting that these transactions indicated the potential for a significant increase in rent per bed for the NHC assets upon the upcoming
NHC lease renewal. Land & Buildings also reiterated its preference to work constructively with NHI to reconstitute the Board with
truly independent Board members. |
| · | On January 27, 2025, Messrs. Litt and Mendelsohn discussed Land & Buildings’ concerns with the
onerous advance notice provisions required for stockholder nominations under the Company’s Amended and Restated Bylaws (the “Bylaws”).
Counsel for Land & Buildings and the Company thereafter exchanged correspondence regarding such Bylaw provisions and reached alignment
on certain disclosure requirements. |
| · | On
February 18, 2025, Land & Buildings delivered a letter to NHI (the “Notice”)
notifying the Company of its intention to nominate Messrs. Troso and Hoffmann for election
to the Board and submit a non-binding business proposal to request that the Board take all
necessary steps in its power to declassify the Board so that all directors are elected on
an annual basis commencing at the Company’s
next annual meeting of stockholders (the “L&B
Declassification Proposal”),
in each case, at the Annual Meeting. |
| · | On February 19, 2025, Land & Buildings issued a press release announcing its nomination of Messrs.
Troso and Hoffmann for election to the Board at the Annual Meeting and expressing its belief that the incremental changes made by the
Company since the 2024 Annual Meeting have been insufficient to remedy the poor corporate governance practices and troubling conflicts
of interest, which continue to threaten NHI’s ability to achieve its full value potential. |
| · | On March 7, 2025, Messrs. Litt and Lorinsky had a video conference call with Messrs. McCabe, Mendelsohn
and Hambly and Ms. Colden to discuss Land & Buildings’ corporate governance concerns and to explore the potential for a collaborative
resolution. |
| · | On March 10, 2025, Messrs. Litt and Mendelsohn had a telephone call during which Mr. Mendelsohn
informed Mr. Litt that the Company was planning to appoint a new director to the Board (the “Potential New Director”).
Mr. Litt encouraged Mr. Mendelsohn to have the Board interview Messrs. Troso and Hoffmann and consider a collaborative resolution,
rather than unilaterally appoint a new director without stockholder input. |
| · | On March 13, 2025, Messrs. Litt and Lorinsky had a video conference call with the Potential New Director
to discuss his qualifications for appointment to the Board. |
| · | On March 14, 2025, Mr. Troso had a video conference call with Mr. McCabe and Ms. Colden to discuss his
qualifications for potential appointment to the Board. |
| · | On March 14, 2025, Mr. Hoffmann had a video conference call with Mr. McCabe and Ms. Colden to discuss
his qualifications for potential appointment to the Board. |
| · | On March 17, 2025, Messrs. Litt and Mendelsohn had a telephone call during which Mr. Mendelsohn informed
Mr. Litt that the Company intends on proceeding with its appointment of the Potential New Director to the Board and that it was not open
to a resolution that included the appointment of either Mr. Troso or Mr. Hoffmann to the Board. Mr. Mendelsohn also indicated that the
Company was not interested in removing any existing directors from the Board. |
| · | On March 18, 2025, Messrs. Litt and Lorinsky again spoke with Mr. Mendelsohn in an attempt to reach a
cooperative resolution; however, the Company remained steadfast in its refusal to appoint either Messrs. Hoffman or Troso to the Board
or to remove any existing directors. |
| · | On
March 24, 2025, Land & Buildings filed its preliminary proxy statement for the Annual
Meeting. |
| · | On
March 27, 2025, the Company announced that it increased the size of the Board to eight members
and appointed Robert W. Chapin, Jr. to fill the newly created seat on the Board, effective
immediately. |
| · | On
March 28, 2025, the Company filed its preliminary proxy statement for the Annual Meeting. |
| · | On
April 3, 2025, Land & Buildings delivered a letter to the Company updating certain information
previously disclosed in the Notice to be accurate as of the Record Date and notifying the
Company of its withdrawal of the L&B Declassification Proposal (the “Supplemental
Notice”). In the Supplemental Notice, L&B Capital noted that notwithstanding
its withdrawal of the L&B Declassification Proposal, L&B Capital expects the Board
to take into consideration the outcome of the stockholder vote on the Company Declassification
Proposal at the Annual Meeting. More specifically, L&B Capital stated that given the
higher voting threshold required to amend the Charter, if a majority of NHI stockholders
(but less than two-thirds) support the Company Declassification Proposal, L&B Capital
believes it would be incumbent upon the Board to present a Board declassification proposal
for a vote at the Company’s 2026 annual meeting of stockholders (the “2026 Annual
Meeting”). |
| · | On
April 4, 2025, Land & Buildings filed this revised preliminary proxy statement for the
Annual Meeting. |
REASONS FOR THE SOLICITATION
Land & Buildings has closely
followed National Health for decades. In doing so, we have carefully analyzed NHI’s financial performance and corporate governance,
as well as the competitive landscape in the real estate investment trust (“REIT”) industry in which it operates.
We have made sincere efforts over
the course of the past twelve (12) months to engage constructively with the Company regarding our concerns around the qualifications,
independence and conflicts of interest among members of the Board. We have also repeatedly stressed the opportunities we believe NHI has
for value creation. Unfortunately, the Company has been unwilling to address the level of change that we believe is required to put NHI
on a better path forward.
We are therefore soliciting your
support to elect the Land & Buildings Nominees at the Annual Meeting, who we believe will collectively bring highly applicable industry,
financial and corporate governance expertise into the boardroom to help drive improved performance and accountability– free from
conflicts of interest.
We Believe National Health’s
Corporate Governance is Archaic and Rife with Conflicts of Interest That Requires Meaningful Change to Maximize Value
We believe NHI possesses valuable
assets but has underperformed and is significantly undervalued principally due to its outdated corporate governance practices –
which have directly led to poor investor sentiment and inferior decision making. The Board’s long tenure, web of interlocking relationships
and troubling conflicts of interest lead us to believe the Board is not sufficiently independent to best represent the interests of all
stockholders.
Stockholders share our concerns,
as evidenced by the routinely weak vote totals many directors have received, including at the 2024 Annual Meeting. Charlotte Swafford
and Robert Webb each received votes totaling less than 50% of total shares eligible to vote at the 2024 Annual Meeting, with more than
33% of NHI stockholders who did not abstain voting against Charlotte Swafford and more than 38% voting against Robert Webb.1
This tepid stockholder support occurred in spite of Land & Buildings not running a formal withhold campaign or soliciting proxies
at the 2024 Annual Meeting.
NHC Lease Renewal Opportunity
Highlights Urgent Need for New Highly-Qualified, Independent Directors Free From Conflicts
Currently 14% of NHI’s
income is derived from a master lease agreement with NHC that expires in 2026.2
NHC shares current and former long serving directors and management with NHI. The NHC lease renewal is currently being negotiated, and
we are deeply concerned that the economic, social, and personal conflicts of interest the Adams brothers and other directors possess
with NHC will result in a deeply discounted rent at the expense of NHI stockholders.
1
NHI’s Form 8-K filed with the SEC on May 29, 2024.
2
NHI’s 4Q24 Supplemental Disclosure (https://s204.q4cdn.com/823025052/files/doc_earnings/2024/q4/supplemental-info/Q4-2024-Supplemental_FINAL.pdf)
When this lease was last renegotiated,
the base rents declined over the life of the lease, and we believe they are currently egregiously below market. A recent precedent transaction
and lease signing by healthcare peer CareTrust REIT (“CareTrust” or “CTRE”) for similar skilled nursing assets
with substantial geographic overlap, was at a rent level of 75% or more per bed than the current rent NHC is paying NHI, equating to
approximately $0.60/share or about 13% upside to Company FFO/share.3
We are highly concerned that the
Board as currently composed does not have the objectivity and independence required to maximize value for all stockholders, instead giving
undue consideration to the Adams' family as well as other directors' economic interests in NHC, in our view.
Improved Oversight and Real
Estate Expertise Needed to Oversee Significant Acquisition Pipeline
Further driving our sense of urgency, we believe the
Company has an extraordinary opportunity today to drive substantial earnings accretion through acquisitions. With an effective cost of
capital and a lack of private competition to buy senior housing assets, NHI has a window to create meaningful stockholder value through
external growth. We forecast the Company may acquire upwards of $1 billion of senior housing properties over the next 12 – 24 months,
increasing earnings power (FFO/share) by nearly 10%, per our estimates.
We are excited about this opportunity but deeply concerned
by the lack of real estate and capital markets expertise on the Board to properly evaluate such a large scale of transactions. The Land
& Buildings Nominees - James Hoffmann and Adam Troso - each bring a rigorous background in real estate and REIT investment analysis
and dealmaking that we believe is sorely lacking on the Board today.
We Believe Our Exceptionally-Qualified
Nominees Are The Right Individuals to Instill True Independence in the Boardroom and Make Decisions That Will Realize NHI’s Full
Value
James Hoffmann possesses nearly 40 years of
experience analyzing and investing in publicly traded real estate companies, as well as significant leadership and boardroom experience.
If elected, we believe Mr. Hoffman would be ideally positioned to help NHI enhance its corporate governance, improve the Company’s
investor outreach, and instill independence in the boardroom free from conflicts, bringing his decades of experience assessing and implementing
value-maximizing strategies in the REIT sector.
| · | Former Partner and Senior Vice President of Wellington Management Company LLP, also serving as Global Industry Analyst and REIT Portfolio
Manager for one of the largest REIT dedicated investment portfolios in the United States. |
| · | Extensive experience on REIT boards undergoing significant governance enhancements and strategic chances: |
| o | Former board director at healthcare REIT HCP, Inc. |
| o | Former board director at New York REIT, Inc. |
3
As estimated by Land & Buildings. See “CareTrust REIT Announces Updated Investments Pipeline of $700 Million Including
Agreement to Acquire $500 Million Portfolio in Southeast by Year End”
(https://investor.caretrustreit.com/news/news-details/2024/CareTrust-REIT-Announces-Updated-Investments-Pipeline-of-700-Million-Including-Agreement-to-Acquire-500-Million-Portfolio-in-Southeast-by-Year-End/default.aspx).
| o | Former board trustee at First Potomac Realty Trust |
| o | Former board representative at the International Market Centers, L.P. |
| · | Former REIT and real estate analyst across a number of highly respected firms and agencies, including Everen Securities, LaSalle Street
Capital Management LLC, the Washington State Investment Board, and Eastdil Realty. |
| · | Currently serves on the Advisory Board of Peaceable Street Capital, a specialty finance platform, a position he has held since September
2020. |
| · | Currently the Managing Partner of Hopville Farms LLC, a family-owned farming and agriculture company, which he founded in 2012. |
A. Adam Troso possesses decades of experience
working in capital markets and advising boards and CEOs, including healthcare REITs, on major capital allocation and strategic decision-making.
If elected, we believe Mr. Troso would be ideally positioned to help NHI enhance its corporate governance, gain credibility with the investment
community, advise on lease negotiations free from conflicts, and drive stockholder value through capital allocation.
| · | Former Managing Director at J.P. Morgan in the Real Estate Investment Banking group, where he advised companies in numerous REIT sectors,
including healthcare, on tens of billions of dollars of both M&A and capital markets transactions. |
| · | Former Managing Director and Head of Real Estate Corporate Advisory for North America at Greenhill & Co. |
| · | Former real estate banker and advisor across a number of highly respected firms, including Bear, Stearns & Co., ING, and PaineWebber
Group Inc. |
| · | Current CEO and Founder of Next Century Self Storage, a real estate investment firm specializing in the acquisition and strategic
transformation of self-storage facilities. |
PROPOSAL NO. 1
ELECTION OF DIRECTORS
According
to the Company’s proxy statement, the Board is currently composed of eight (8) directors, with four (4) directors standing
for election at the Annual Meeting. We are seeking your support at the Annual Meeting to elect our two
(2) Land & Buildings Nominees, James Hoffmann and A. Adam Troso. Your vote to elect the Land
& Buildings Nominees will have the legal effect of replacing two (2) incumbent directors of the Company with the Land & Buildings
Nominees. If elected, our Land & Buildings Nominees will constitute a minority of the Board and there is no guarantee that they will
be able to implement the actions they believe are necessary to unlock stockholder value at the Company. However, we believe the election
of the Land & Buildings Nominees is an important step in the right direction for enhancing long-term value at the Company. There
is no assurance that any incumbent director will serve as a director if the Land & Buildings Nominees are elected to the Board. You
should refer to the Company’s proxy statement for the names, background, qualifications and other information concerning the Company's
nominees.
According to the Company’s
proxy statement, if NHI stockholders approve the Company Declassification Proposal, the Charter amendment would eliminate the classification
of the Board over a two-year period and provide for the annual election of all directors beginning at the Company’s 2027 annual
meeting of stockholders (the “2027 Annual Meeting”). Accordingly, if the Company Declassification Proposal is approved, each
of the director nominees elected at the Annual Meeting will serve a one-year term expiring at the 2026 Annual Meeting. According to the
Company’s proxy statement, if the Company Declassification Proposal is not approved, each of (i) Mr. Robert G. Adams, Mr. James
R. Jobe and Ms. Candice W. Todd, if elected, will hold office for a three-year term expiring at the Company’s 2028 annual meeting
of stockholders (the “2028 Annual Meeting”) and Mr. Robert W. Chapin, if elected, will hold office for a two-year term expiring
at the 2027 Annual Meeting and (ii) the Land & Buildings Nominees, if elected, will hold office for the same term as the Company
nominee that was not elected.
This Proxy Statement
is soliciting proxies to elect not only our two (2) Land & Buildings Nominees, but also the two (2) Unopposed Company Nominees. We
have provided the required notice to the Company pursuant to the Universal Proxy Rules, including Rule 14a-19(a)(1) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and intend to solicit the holders of Common Stock representing at
least 67% of the voting power of Common Stock entitled to vote on the election of directors in support of director nominees other than
the Company’s nominees.
THE LAND & BUILDINGS NOMINEES
The following information
sets forth the name, age, business address, present principal occupation, and employment and material occupations, positions, offices
or employments for the past five (5) years of each of the Land & Buildings Nominees. The nominations were made in a timely manner
and in compliance with the applicable provisions of the Company’s governing instruments. The specific experience, qualifications,
attributes and skills that led us to conclude that the Land & Buildings Nominees should serve as directors of the Company are also
set forth below. This information has been furnished to us by the Land & Buildings Nominees. Each of the Land & Buildings Nominees
is a citizen of the United States of America.
James Hoffmann,
age 63, currently serves on the Advisory Board of Peaceable Street Capital, a specialty finance platform, since September 2020. Mr. Hoffmann
is a former Partner and Senior Vice President of Wellington Management Company LLP, an investment management firm, where he also served
as Global Industry Analyst and REIT Portfolio Manager, as well as on numerous internal management oversight committees, from 1997 to 2012.
Prior to that, he served as an analyst and member of the research team covering REITs at Everen Securities, Inc., a nationwide brokerage
firm, from 1995 to 1997, and as a Vice President and Analyst at LaSalle Street Capital Management LLC, an investment advisory firm, in
1995. Mr. Hoffmann also previously served as the Senior Investment Officer for Real Estate for the Washington State Investment Board,
an agency which manages the state’s retirement and public funds, from 1992 to 1994. Earlier in his career, Mr. Hoffmann served as
Vice President of Eastdil Realty, Inc., a real estate investment banking company, from 1986 to 1991, and as an analyst at National Investment
Services of America from 1983 to 1984. Mr. Hoffmann also previously served as a member of the Boards of Directors of HCP, Inc. (formerly
NYSE: HCP) (n/k/a Healthpeak Properties, Inc. (NYSE: DOC)), a real estate investment trust, from 2014 to 2018, and New York REIT, Inc.
(formerly NYSE: NYRT), a real estate investment trust, from 2016 until 2017, as well as a member of the Board of Trustees of First Potomac
Realty Trust (formerly NYSE: FPO), a real estate investment trust, from 2015 to 2017, and a member of the Board of Representatives of
the International Market Centers, L.P., a private REIT, from 2015 until its acquisition by affiliates of Blackstone in 2017. Mr. Hoffmann
is currently the Managing Partner of Hopville Farms LLC, a family-owned farming and agriculture company, which he founded in 2012. Mr.
Hoffmann received an M.S. in Real Estate Appraisal & Investment Analysis, and a B.S. in Economics, from the University of Wisconsin,
Madison.
We believe Mr. Hoffmann’s
extensive experience as a senior executive and analyst in the REIT industry, coupled with his significant private and public company board
experience, make him well-qualified to serve on the Board.
A. Adam Troso, age
52, has served as the Chief Executive Officer and Founder of Next Century Self Storage, a real estate investment firm specializing in
the acquisition and strategic transformation of self-storage facilities, since February 2023. Previously, Mr. Troso served as Managing
Director and Head of Real Estate Corporate Advisory for North America at Greenhill & Co. Inc. (formerly, NYSE: GHL), an investment
banking advisory firm, from 2018 to December 2022. Prior to that, he held various positions at JPMorgan Securities LLC (“JPMorgan”),
a U.S. brokerage and the principal non-bank subsidiary of JPMorgan Chase & Co. (NYSE: JPM), serving most recently as a Managing Director
in the Real Estate Investment Banking group until 2018, after having initially joined JPMorgan in 2006. Prior to JPMorgan, Mr. Troso served
as Vice President in the Real Estate, Gaming, and Lodging Investment Banking group at Bear, Stearns & Co. Inc. (formerly, NYSE: BSC),
an investment bank, securities trading and brokerage firm, from 2004 to 2006. Mr. Troso also previously held various positions, including
as Vice President, of a division of the real-estate lending group of ING (n/k/a ING Groep N.V. (NYSE: ING)), from 2002 to 2004. Earlier
in his career, Mr. Troso was an Associate at PaineWebber Real Estate Securities, Inc., an American investment bank and stock brokerage
firm and division of PaineWebber Group Inc. (formerly, NYSE: PWJ), and a Senior Accountant at Price Waterhouse LLP, a public accounting
firm (n/k/a PricewaterhouseCoopers LLP). Mr. Troso earned a B.S. in Business Administration and Management from Boston University and
an M.B.A. in Finance from Columbia Business School.
We believe Mr. Troso’s
substantial experience in the real estate industry, coupled with his extensive financial and executive leadership background, makes him
well-qualified to serve on the Board.
The principal business
address of Mr. Hoffmann is 9506 Wells Landing Road, Independence, Oregon 97351. The principal business address of Mr. Troso is 480 Bedford
Road, Chappaqua, New York 10514.
As of the date hereof,
Mr. Troso does not own any shares of Common Stock and has not entered into any transactions in the securities of the Company during the
past two years. As of the date hereof, Mr. Hoffmann beneficially owns 7,500 shares of Common Stock. For information regarding transactions
in securities of the Company during the past two years by Mr. Hoffmann, please see Schedule I attached hereto. The shares of Common
Stock beneficially owned directly by Mr. Hoffmann were purchased with personal funds. Schedule I
also includes transactions in securities of the Company by a certain associate of Mr. Hoffmann that no longer beneficially owns any securities
of the Company.
We believe that each of
the Land & Buildings Nominees presently is, and if elected as a director of the Company, would qualify as, an “independent director”
within the meaning of (i) applicable New York Stock Exchange (“NYSE”) listing standards applicable to board composition, including
NYSE Listed Company Manual Section 303.A, and (ii) Section 301 of the Sarbanes-Oxley Act of 2002. Notwithstanding the foregoing, we acknowledge
that no director of a NYSE listed company qualifies as “independent” under the NYSE listing standards unless the board of
directors affirmatively determines that such director is independent under such standards. Accordingly, we acknowledge that if the Land
& Buildings Nominees are elected, the determination of the Land & Buildings Nominees’ independence under the NYSE listing
standards ultimately rests with the judgment and discretion of the Board. No Land & Buildings Nominee is a member of the Company’s
compensation, nominating or audit committee that is not independent under any such committee’s applicable independence standards.
L&B Management has
entered into a letter agreement with each of the Land & Buildings Nominees pursuant to which it has agreed to indemnify the Land &
Buildings Nominees against claims arising from the solicitation of proxies from the Company’s stockholders in connection with the
Annual Meeting and any related transactions. For the avoidance of doubt, such indemnification does not apply to any claims made against
the Land & Buildings Nominees in their capacities as directors of the Company, if so elected.
Other than as stated herein,
there are no arrangements or understandings among the members of Land & Buildings or any other person or persons pursuant to which
the nomination of the Land & Buildings Nominees described herein is to be made, other than the consent by each of the Land & Buildings
Nominees to be named as a nominee of L&B Capital in any proxy statement relating to the Annual Meeting and serving as a director of
the Company if elected as such at the Annual Meeting. Other than as stated herein, the Land & Buildings Nominees are not a party adverse
to the Company or any of its subsidiaries nor do the Land & Buildings Nominees have a material interest adverse to the Company or
any of its subsidiaries in any material pending legal proceeding.
Except as otherwise set
forth in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no Land & Buildings Nominee has been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Land & Buildings Nominee directly
or indirectly beneficially owns any securities of the Company; (iii) no Land & Buildings Nominee owns any securities of the Company
which are owned of record but not beneficially; (iv) no Land & Buildings Nominee has purchased or sold any securities of the Company
during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by any Land &
Buildings Nominee is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi)
no Land & Buildings Nominee is, or within the past year was, a party to any contract, arrangements or understandings with any person
with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate
of any Land & Buildings Nominee owns beneficially, directly or indirectly, any securities of the Company; (viii) no Land & Buildings
Nominee owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no Land & Buildings
Nominee or any of his, her or its associates or immediate family members was a party to any transaction, or series of similar transactions,
since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000;
(x) no Land & Buildings Nominee or any of his, her or its associates has any arrangement or understanding with any person with respect
to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its
affiliates will or may be a party; (xi) no Land & Buildings Nominee has a substantial interest, direct or indirect, by securities
holdings or otherwise in any matter to be acted on at the Annual Meeting; (xii) no Land & Buildings Nominee holds any positions or
offices with the Company; (xiii) no Land & Buildings Nominee has a family relationship with any director, executive officer, or person
nominated or chosen by the Company to become a director or executive officer, (xiv) no companies or organizations, with which any of the
Land & Buildings Nominees has been employed in the past five years, is a parent, subsidiary or other affiliate of the Company and
(xv) there are no material proceedings to which any Land & Buildings Nominee or any of his, her or its associates is a party adverse
to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. Except as disclosed
herein, with respect to each of the Land & Buildings Nominees, (a) none of the events enumerated in Item 401(f)(1)–(8) of Regulation
S-K of the Exchange Act (“Regulation S-K”) occurred during the past 10 years, (b) there are no relationships involving any
Land & Buildings Nominee or any of such Land & Buildings Nominee’s associates that would have required disclosure under
Item 407(e)(4) of Regulation S-K had such Land & Buildings Nominee been a director of the Company, and (c) none of the Land &
Buildings Nominees nor any of their associates has received any fees earned or paid in cash, stock awards, option awards, non-equity incentive
plan compensation, changes in pension value or nonqualified deferred compensation earnings or any other compensation from the Company
during the Company’s last completed fiscal year, or was subject to any other compensation arrangement described in Item 402 of Regulation
S-K.
We
do not expect that any of the Land & Buildings Nominees will be unable to stand for election, but, in the event any Land & Buildings
Nominee is unable to serve or for good cause will not serve, the shares of Common Stock represented by the enclosed GOLD universal
proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under the Bylaws or applicable law. In addition,
we reserve the right to nominate substitute person(s) if the Company makes or announces any changes to the Bylaws or takes or announces
any other action that has, or if consummated, would have, the effect of disqualifying any Land & Buildings Nominee, to the extent
this is not prohibited under the Bylaws and applicable law. In any such case, we would identify and properly nominate such substitute
nominee(s) in accordance with the Bylaws and the shares of Common Stock represented by the enclosed GOLD universal proxy card will
be voted for such substitute nominee(s). We reserve the right to nominate additional person(s), to the extent that is not prohibited
under the Company’s organizational documents and applicable law, if the Company increases the size of the Board above its existing
size. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Land & Buildings that
any attempt to increase the size of the current Board or to reconstitute or reconfigure the classes on which the current directors serve,
constitutes an unlawful manipulation of the Company’s corporate machinery.
Land & Buildings
and the Company will each be using a universal proxy card for voting on the election of directors at the Annual Meeting, which will include
the names of all nominees for election to the Board. Each of the Land & Buildings Nominees has consented to being named as a nominee
for election as a director of the Company in any proxy statement relating to the Annual Meeting. Stockholders will have the ability to
vote for up to four (4) nominees on Land & Buildings’ enclosed GOLD universal proxy card. Any stockholder who wishes
to vote for any combination of the Company’s nominees and the Land & Buildings Nominees may do so on Land & Buildings’
GOLD universal proxy card. There is no need to use the Company’s white proxy card or voting instruction form, regardless
of how you wish to vote.
Stockholders are permitted
to vote for fewer than four (4) nominees or for any combination (up to four (4) total) of the Land &
Buildings Nominees and the Company’s nominees on Land & Buildings’ GOLD universal proxy card. If stockholders
choose to vote for any of the Company’s nominees, we recommend that stockholders vote in favor of the Unopposed Company Nominees,
who we believe are sufficiently qualified to serve as directors, to achieve a Board composition that we believe is in the best interest
of all stockholders. There is no need to use the Company’s white universal proxy card or voting
instruction form, regardless of how you wish to vote. However, Land & Buildings
urges stockholders to vote using our GOLD universal proxy card “FOR” all of the Land
& Buildings Nominees and “FOR” the Unopposed Company Nominees.
The Company nominees
that Land & Buildings does not oppose and believes are sufficiently qualified to serve as directors with the Land & Buildings
Nominees are the Unopposed Company Nominees. Certain information about the Unopposed Company Nominees is set forth in the Company’s
proxy statement. Land & Buildings is not responsible for the accuracy of any information provided by or relating to the Company or
its nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, the Company or any other statements
that the Company or its representatives have made or may otherwise make.
IMPORTANTLY, IF YOU MARK MORE THAN FOUR (4) “FOR” BOXES
WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF DIRECTORS WILL BE DEEMED INVALID. WE STRONGLY URGE
YOU TO VOTE “FOR” THE ELECTION OF THE LAND & BUILDINGS NOMINEES ON THE ENCLOSED GOLD UNIVERSAL PROXY CARD.
PROPOSAL NO. 2
THE COMPANY DECLASSIFICATION
PROPOSAL
As discussed in further
detail in the Company’s proxy statement, the Company is seeking stockholder approval of an amendment to the Charter to declassify
the Board over the next two years, resulting in a fully declassified Board by the 2027 Annual Meeting.
According to the Company’s
proxy statement, if the proposed Charter amendment is approved by stockholders, directors will be elected to serve one-year terms beginning
at the Annual Meeting. Directors who have been elected to three-year terms prior to the effectiveness of the Charter amendment would
complete those three-year terms and thereafter would be eligible for annual re-election after completion of their current terms. As stated
in the Company’s proxy statement, if the proposed Charter amendment is approved, the Board declassification would be phased-in
over a two-year period, beginning at the Annual Meeting as follows:
| · | Nominees
at the Annual Meeting will be elected to serve a one-year term ending at the 2026 Annual
Meeting. |
| · | Directors
whose terms end at the 2026 Annual Meeting will continue to serve until that meeting. At
the 2026 Annual Meeting, they will be elected for one-year terms ending at the 2027 Annual
Meeting. |
| · | Directors
whose terms end at the 2027 Annual Meeting will continue to serve until that meeting. At
the 2027 Annual Meeting, they will be elected for one-year terms and as a result, all nominees
presented for election to the Board at the 2027 Annual Meeting will be elected to one-year
terms. |
According
to the Company’s proxy statement, if stockholders approve the proposed Charter amendment at the Annual Meeting, the Company
intends to file a certificate of amendment to the Charter with the Secretary of State of the State of Maryland and such Charter amendment
will be in effect immediately upon filing. In that event, stockholders will be asked to elect four (4) directors to the Board to serve
for one-year terms until the 2026 Annual Meeting. According to the Company, if the proposed Charter Amendment is not approved, the Company
will not file the Articles of Amendment to the Charter with the Maryland Secretary of State, the Board will remain classified, and
three (3) directors will serve for three-year terms and in order keep the classes close to equal in size, one director will serve for
a two-year term. Stockholders should refer to the Company’s proxy statement and Appendix A attached thereto, which includes
the full text of the proposed Charter amendment, for additional detail.
Under Maryland law,
approval of the Charter amendment to declassify the Board requires the affirmative vote of the holders of at least two-thirds of all
the votes entitled to be cast on the matter. According to the Company’s proxy statement, if stockholders approve the proposed Charter
amendment, the Board will make certain conforming changes to the Company’s Bylaws.
It is widely held that
an annually elected board of directors is the best standard for corporate governance practices. Although Land & Buildings believes
a more accelerated Board declassification is critical to promoting and maintaining Board and management accountability to stockholders,
Land & Buildings believes NHI stockholders should support the Company Declassification Proposal in order to begin the critical process
of providing for an annually elected board of directors.
WE RECOMMEND STOCKHOLDERS
VOTE “FOR” THIS PROPOSAL AND INTEND TO VOTE OUR SHARES “FOR” THIS PROPOSAL.
PROPOSAL NO. 3
ADVISORY VOTE ON COMPENSATION
OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
As discussed in further
detail in the Company’s proxy statement, the Company is providing stockholders with the opportunity to express their views on the
compensation paid to the Company’s named executive officers. This vote is not intended to address any specific item of compensation,
but rather the overall compensation of the Company’s named executive officers and the Company’s philosophy, policies and practices
described in its proxy statement. Accordingly, the Company is asking its stockholders to vote “FOR” the following resolution
at the Annual Meeting:
“RESOLVED, that
the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in the Company’s
proxy statement for the 2025 annual meeting of stockholders, including the Compensation Discussion and Analysis, compensation tables
and narrative discussion, is hereby APPROVED.”
According to the Company’s
proxy statement, the “say-on-pay” vote is advisory, and therefore is not binding on the Company, the Compensation Committee
or the Board. However, to the extent there is any significant vote against the named executive officer compensation as disclosed in the
Company’s proxy statement, the Compensation Committee and the Board will consider the stockholders’ concerns, and the Board
and Compensation Committee will evaluate whether any actions are necessary to address those concerns.
WE MAKE NO RECOMMENDATION
WITH RESPECT TO THIS PROPOSAL AND INTEND TO VOTE OUR SHARES “FOR” THIS PROPOSAL.
PROPOSAL
NO. 4
RATIFICATION
OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As
discussed in further detail in the Company’s proxy statement, the Company has proposed that the stockholders ratify the Audit Committee’s
selection of BDO USA, P.C. as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2025.
According
to the Company’s proxy statement, if stockholders do not ratify the selection of BDO USA, P.C. at the Annual Meeting,
the selection of the independent registered public accounting firm will be reconsidered by the Audit Committee, although the Audit Committee
would not be required to select a different independent registered public accounting firm for the Company.
WE MAKE NO RECOMMENDATION
WITH RESPECT TO THIS PROPOSAL AND INTEND TO VOTE OUR SHARES “FOR” THIS PROPOSAL.
VOTING AND PROXY PROCEDURES
Stockholders are entitled
to one vote for each share of Common Stock held of record on the Record Date with respect to each matter to be acted on at the Annual
Meeting. Only stockholders of record on the Record Date will be entitled to notice of and to vote at the Annual Meeting. Stockholders
who sell their shares of Common Stock before the Record Date (or acquire them without voting rights after the Record Date) may not vote
such shares of Common Stock. Stockholders of record on the Record Date will retain their voting rights in connection with the Annual Meeting
even if they sell such shares of Common Stock after the Record Date. Based on publicly available information, Land & Buildings believes
that the only outstanding class of securities of the Company entitled to vote at the Annual Meeting is the Common Stock.
Shares of Common Stock
represented by properly executed GOLD universal proxy cards will be voted at the Annual Meeting as marked and, in the absence
of specific instructions, will be voted “FOR” the election of the Land & Buildings Nominees and the Unopposed
Company Nominees to the Board, “FOR” the approval of the Company Declassification Proposal, “FOR”
the approval of the non-binding advisory resolution on the compensation of the Company’s named executive officers, and “FOR”
the ratification of the selection by the Audit Committee of BDO USA, P.C. as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2025, and in the discretion of the persons named as proxies on all other matters as may
properly come before the Annual Meeting, as described herein.
Land
& Buildings and the Company will each be using a universal proxy card for voting on the election of directors at the Annual Meeting,
which will include the names of all nominees for election to the Board. Stockholders will have the ability to vote for up to four (4)
nominees on Land & Buildings’ enclosed GOLD universal proxy card. Any stockholder who wishes to vote for any
combination of the Company’s nominees and the Land & Buildings Nominees may do so on Land & Buildings’ enclosed GOLD
universal proxy card. There is no need to use the Company’s white proxy card or voting instruction form, regardless of
how you wish to vote.
Stockholders are permitted
to vote for less than four (4) nominees or for any combination (up to four (4) total) of the Land & Buildings Nominees and the Company’s
nominees on the GOLD universal proxy card. However, if stockholders choose to vote for any of the Company’s nominees, we
recommend that stockholders vote in favor of the Unopposed Company Nominees, who we believe are sufficiently qualified to serve as directors
to achieve a Board composition that we believe is in the best interest of all stockholders. We believe the best opportunity for all of
the Land & Buildings Nominees to be elected is by voting on the GOLD universal proxy card. Land & Buildings therefore
urges stockholders using our GOLD universal proxy card to vote “FOR” all of the Land & Buildings Nominees
and “FOR” the Unopposed Company Nominees.
We believe that voting
on the GOLD universal proxy card provides the best opportunity for stockholders to elect all of the Land & Buildings Nominees
and achieve the best Board composition overall. Land & Buildings therefore urges stockholders to use our GOLD universal proxy
card to vote “FOR” the two (2) Land & Buildings Nominees and “FOR” the two (2) Unopposed Company
Nominees.
IMPORTANTLY, IF
YOU MARK MORE THAN FOUR (4) “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF
DIRECTORS WILL BE DEEMED INVALID.
VIRTUAL MEETING
The Company has disclosed
that the Annual Meeting will be held virtually. According to the Company’s proxy statement, stockholders as of the Record Date
must register in advance to participate in the Annual Meeting by visiting the website www.cesonlineservices.com/nhi25_vm. You should
have your proxy card or voting instruction form, notice, or other communication containing your control number available and follow the
instructions to complete your registration request. According to the Company, after registering, stockholders will receive a confirmation
email with a link and instructions for accessing the Annual Meeting virtually. Requests to register to participate in the Annual Meeting
must be received by no later than [•] CDT on [•], 2025.
According to the Company’s
proxy statement, all stockholders of record as of the Record Date will be able to submit questions and vote their shares by following
the instructions that will be available on the virtual meeting platform. All stockholders who register to attend the Annual Meeting will
receive an email prior to the Annual Meeting containing the contact details of technical support in the event they encounter difficulties
accessing the virtual meeting or during the meeting. Stockholders are encouraged to contact technical support if they encounter any technical
difficulties with the meeting webcast. We recommend that you contact your broker should you be unable to locate your control number.
QUORUM; BROKER NON-VOTES; DISCRETIONARY VOTING
A quorum is the minimum
number of shares of Common Stock that must be represented at a duly called meeting in person or by proxy in order to legally conduct
business at the meeting under the Company’s Bylaws and Maryland Law. According to the Company’s Bylaws, at any meeting of
NHI stockholders, the presence in person (virtually) or by proxy of stockholders entitled to cast a majority of all the votes entitled
to be cast at such meeting will constitute a quorum.
Abstentions, withhold
votes and “broker non-votes” are counted as shares present and entitled to vote for purposes of determining a quorum. However,
if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal
on which your broker does not have discretionary authority to vote (a “broker non-vote”), as discussed in more detail below.
If you are a stockholder
of record, you must deliver your vote by mail or attend the Annual Meeting virtually in order to be counted in the determination of a
quorum.
If you are a beneficial owner,
your broker will vote your shares pursuant to your instructions, and those shares will count in the determination of a quorum. A broker
non-vote occurs when a broker holding shares for a beneficial owner has discretionary authority to vote on “routine” matters
brought before a stockholder meeting, but the beneficial owner of the shares fails to provide the broker with specific instructions on
how to vote on any “non-routine” matters brought to a vote at the stockholder meeting. Under the rules governing brokers’
discretionary authority, if a stockholder receives proxy materials from or on behalf of both us and the Company, then brokers holding
shares in such stockholder’s account will not be permitted to exercise discretionary authority regarding any of the proposals to
be voted on at the Annual Meeting, whether “routine” or not. As a result, there would be no broker non-votes by such brokers.
In such case, if you do not submit any voting instructions to your broker, then your shares will not be counted in determining the outcome
of any of the proposals at the Annual Meeting, nor will your shares be counted for purposes of determining whether a quorum exists. However,
if you receive proxy materials only from the Company, then brokers will be entitled to vote your shares on “routine” matters
without instructions from you. The only proposal that would be considered “routine” in such event is Proposal 3 (ratification
of the Audit Committee’s selection of the Company’s independent registered public accounting firm). A broker will not be entitled
to vote your shares on any “non-routine” matters, absent instructions from you. We urge you to instruct your broker about
how you wish your shares to be voted.
VOTES REQUIRED FOR APPROVAL
Election of Directors
─ According to the Company’s proxy statement, the Bylaws provide for a plurality vote standard in contested director elections
(an election in which the number of nominees for director is greater than the number of directors to be elected). Accordingly, because
this is a contested director election, the four (4) directors receiving the highest number of affirmative votes will be elected as directors
of the Company. Withhold votes and broker non-votes, if any, will not affect the outcome of the vote on the election of directors.
The Company Declassification
Proposal ─ According to the Company’s proxy statement, the affirmative vote of the holders of at least two–thirds
of all the votes entitled to be cast on the matter will be required to approve the Company Declassification Proposal. Abstentions and
broker non-votes, if any, will have the same effect as a vote “AGAINST” this proposal.
Advisory (Non-Binding)
Vote to Approve the Compensation of the Company’s Named Executive Officers ─ According to the Company’s proxy statement,
the affirmative vote of the holders of a majority of the votes cast will be required to approve the advisory vote on executive compensation.
Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote on this proposal.
Ratification of
Selection of Independent Registered Public Accounting Firm ─ According to the Company’s proxy statement, the affirmative
vote of the holders of a majority of the votes cast will be required to ratify the Audit Committee’s selection of BDO USA, P.C.
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Abstentions and broker
non-votes, if any, will have no effect on the outcome of the vote on this proposal.
Under applicable Maryland
law, there are no rights of appraisal or similar dissenters’ rights with respect to any matter to be acted upon at the Annual Meeting.
If you sign and submit your GOLD universal proxy card without specifying how you would like your shares voted, your shares will
be voted in accordance with Land & Buildings’ recommendations specified herein and in accordance with the discretion of the
persons named on the GOLD universal proxy card with respect to any other matters that may be voted upon at the Annual Meeting.
REVOCATION OF PROXIES
You may change your
vote or revoke your proxy at any time prior to its exercise by attending the Annual Meeting and voting virtually (although attendance
at the Annual Meeting will not in and of itself constitute revocation of a proxy), by delivering a written notice of revocation, or by
signing and delivering a subsequently dated proxy which is properly completed. A written notice of revocation may be delivered either
to Land & Buildings in care of Saratoga at the address set forth on the back cover of this Proxy Statement or to the Company at 222
Robert Rose Drive, Murfreesboro, Tenneessee 37129 or any other address provided by the Company. Although a revocation is effective
if delivered to the Company, we request that either the original or photostatic copies of all revocations be mailed to Land & Buildings
in care of Saratoga at the address set forth on the back cover of this Proxy Statement so that we will be aware of all revocations and
can more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the
outstanding shares of Common Stock. Additionally, Saratoga may use this information to contact stockholders who have revoked their proxies
in order to solicit later dated proxies for the election of the Land & Buildings Nominees.
IF YOU WISH TO VOTE FOR
THE LAND & BUILDINGS NOMINEES, PLEASE SIGN, DATE AND RETURN THE ENCLOSED GOLD UNIVERSAL PROXY CARD TODAY IN THE POSTAGE-PAID ENVELOPE
PROVIDED.
SOLICITATION OF PROXIES
The solicitation of proxies
pursuant to this Proxy Statement is being made by Land & Buildings. Proxies may be solicited by mail, facsimile, telephone, telegraph,
electronic mail, in person and by advertisements. Solicitations may also be made by certain of the respective directors, officers, members
and employees of Land & Buildings, none of whom will, except as described elsewhere in this Proxy Statement, receive additional compensation
for such solicitation. The Land & Buildings Nominees may make solicitations of proxies but will not receive compensation for acting
as a director nominee.
L&B Management
has retained Saratoga for solicitation and advisory services in connection with this solicitation. Saratoga will receive a fee not to
exceed $150,000, together with reimbursement of its reasonable out-of-pocket expenses for its
services in connection with the solicitation, and will be indemnified against certain liabilities and expenses, including certain liabilities
under the federal securities laws. Saratoga will solicit proxies from individuals, brokers, banks, bank nominees and other institutional
holders. Proxies may be solicited by mail, facsimile, telephone, electronic mail, in person and by advertisements. Banks, brokerage houses,
and other custodians, nominees, and fiduciaries will be requested to forward Land & Buildings’ solicitation material to their
customers for whom they hold shares, and Land & Buildings will reimburse them for their reasonable out-of-pocket expenses. It is
anticipated that Saratoga will employ approximately 20 persons to solicit stockholders for the
Annual Meeting.
The entire expense
of soliciting proxies is being borne by Land & Buildings. Land & Buildings estimates that through the date hereof its expenses
in furtherance of, or in connection with, this solicitation are approximately $400,000. Costs
of this solicitation of proxies are currently estimated to be up to $800,000 (including, but not
limited to, fees for attorneys, solicitors and other advisors, and other costs incidental to the solicitation). The actual amount could
be higher or lower depending on the facts and circumstances arising in connection with the solicitation. Land & Buildings intends
to seek reimbursement from the Company of all expenses it incurs in connection with this solicitation. Land & Buildings does not
intend to submit the question of such reimbursement to a vote of security holders of the Company.
ADDITIONAL PARTICIPANT
INFORMATION
The participants in the solicitation
are anticipated to be L&B Capital, a Delaware limited partnership, L&B GP, a Delaware limited partnership, L&B GP LLC, a Delaware
limited liability company, L&B Opportunity, a Delaware limited liability company, L&B Management, a Delaware limited liability
company, Jonathan Litt and the Land & Buildings Nominees (each, a “Participant” and collectively, the “Participants”).
The principal business address
of each member of Land & Buildings is Soundview Plaza, Suite 700R, 1266 E. Main St., Stamford, CT 06902.
The principal business of each
of L&B Capital and L&B Opportunity is serving as a private investment fund. The principal business of L&B GP is serving as
the general partner of L&B Capital. The principal business of L&B GP LLC is serving as the general partner of L&B GP. The
principal business of L&B Management is serving as the investment manager of each of L&B Capital and L&B Opportunity, and
as the investment advisor of a certain managed account (the “Managed Account”). The principal occupation of Mr. Litt is serving
as the Founder and Chief Investment Officer of L&B Management.
As of the date hereof, L&B
Capital directly beneficially owns 90,614 shares of Common Stock. As of the date hereof, L&B Opportunity directly beneficially owns
30,446 shares of Common Stock. As of the date hereof, 465,886 shares of Common Stock were held in the Managed Account. L&B GP, as
the general partner of L&B Capital, may be deemed to beneficially own the 90,614 shares of Common Stock owned by L&B Capital.
L&B GP LLC, as the general partner of L&B GP, may be deemed to beneficially own the 90,614 shares of Common Stock owned by L&B
Capital. L&B Management, as the investment manager of each of L&B Capital and L&B Opportunity, and as the investment advisor
of the Managed Account, may be deemed to beneficially own the (i) 90,614 shares of Common Stock owned by L&B Capital, (ii) 30,446
shares of Common Stock owned by L&B Opportunity, and (iii) 465,886 shares of Common Stock held in the Managed Account. Mr. Litt, as
the Managing Principal of L&B Management, may be deemed to beneficially own the (i) 90,614 shares of Common Stock owned by L&B
Capital, (ii) 30,446 shares of Common Stock owned by L&B Opportunity, and (iii) 465,886 shares of Common Stock held in the Managed
Account.
Each Participant disclaims beneficial
ownership of the shares of Common Stock that he or it does not directly own. The shares of Common Stock owned directly by L&B Capital,
L&B Opportunity and held in the Managed Account were purchased with working capital (which may, at any given time, include margin
loans made by brokerage firms in the ordinary course of business).
For information regarding purchases
and sales of securities of the Company during the past two years by certain of the Participants, see Schedule I attached hereto.
L&B Management, as the investment
manager of L&B Capital and L&B Opportunity and the investment advisor of the Managed Account, may be entitled to receive certain
management fees and performance-related fees with respect to the performance of each of L&B Capital’s, L&B Opportunity’s
and the Managed Account’s portfolio of securities, which includes shares of Common Stock of the Company. Mr. Litt, as the Managing
Principal of L&B Management, may be entitled to receive a portion of such management fees and performance-related fees to which L&B
Management is entitled.
Except as otherwise set forth
in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no Participant has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant directly or indirectly beneficially owns any securities
of the Company; (iii) no Participant owns any securities of the Company which are owned of record but not beneficially; (iv) no Participant
has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the
securities of the Company owned by any Participant is represented by funds borrowed or otherwise obtained for the purpose of acquiring
or holding such securities; (vi) no Participant is, or within the past year was, a party to any contract, arrangements or understandings
with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements,
puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies;
(vii) no associate of any Participant owns beneficially, directly or indirectly, any securities of the Company; (viii) no Participant
owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no Participant or any of his,
her or its associates or immediate family members was a party to any transaction, or series of similar transactions, since the beginning
of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which
the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Participant or any
of his, her or its associates has any arrangement or understanding with any person with respect to any future employment by the Company
or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; (xi)
no Participant has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the
Annual Meeting; (xii) no Participant holds any positions or offices with the Company; (xiii) no Participant has a family relationship
with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer, (xiv) no
companies or organizations, with which any of the Participants has been employed in the past five years, is a parent, subsidiary or other
affiliate of the Company and (xv) there are no material proceedings to which any Participant or any of his, her or its associates is a
party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
With respect to each of the Participants, none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K occurred during the past
10 years.
CERTAIN OTHER MATTERS
Land & Buildings is
unaware of any other matters to be considered at the Annual Meeting. However, should other matters, which Land & Buildings is not
aware of a reasonable time before this solicitation, be brought before the Annual Meeting, the persons named as proxies on the enclosed
GOLD universal proxy card will vote on such matters in their discretion.
Some banks, brokers and
other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This
means that only one copy of this Proxy Statement may have been sent to multiple stockholders in your household. We will promptly deliver
a separate copy of the document to you if you contact our proxy solicitor, Saratoga, at the following address or phone number: 520 8th
Avenue, 14th Floor, New York, New York 10018 or call toll free at (888) 368-0379. If you want to receive separate copies of
our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household,
you should contact your bank, broker or other nominee record holder, or you may contact our proxy solicitor at the above address or phone
number.
The information concerning
the Company and the proposals in the Company’s proxy statement contained in this Proxy Statement has been taken from, or is based
upon, publicly available documents on file with the SEC and other publicly available information. Although we have no knowledge that would
indicate that statements relating to the Company contained in this Proxy Statement, in reliance upon publicly available information, are
inaccurate or incomplete, to date we have not had access to the books and records of the Company, were not involved in the preparation
of such information and statements and are not in a position to verify such information and statements. All information relating to any
person other than the Participants is given only to the knowledge of Land & Buildings.
This Proxy Statement is
dated [•], 2025. You should not assume that the information contained in this Proxy Statement
is accurate as of any date other than such date, and the mailing of this Proxy Statement to stockholders shall not create any implication
to the contrary.
StockHOLDER
PROPOSALS
According to the Company’s
proxy statement, stockholders’ proposals will be eligible for consideration for inclusion in the Company’s proxy statement
for the 2026 Annual Meeting pursuant to Rule 14a-8 of the Exchange Act if such proposals are received by the Company before the close
of business on December 10, 2025 and otherwise comply with the requirements of Rule 14a-8. For stockholders seeking to present a proposal
at the 2026 Annual Meeting without inclusion of such proposal in the Company’s proxy materials, notice thereof must be provided
to the Corporate Secretary of the Company in accordance with the Bylaws and, in order to be timely, must be delivered to, or mailed and
received at the principal executive offices of the Company by February 20, 2026, but not before January 21, 2026.
According to the Company’s
proxy statement, any stockholder seeking to nominate an individual for election as a director at the 2026 Annual Meeting must deliver
timely notice of the nomination in proper written form in accordance with the Bylaws. For a stockholders’ notice to the Corporate
Secretary to be timely under the Bylaws, it must be delivered to or mailed and received at the Company’s principal executive offices
by February 20, 2026, but not before January 21, 2026. In addition, to comply with the SEC’s universal proxy rules, stockholders
who intend to solicit proxies in support of director nominees other than the Board’s nominees in connection with the 2026 Annual
Meeting must provide notice to the Company in accordance with, and that sets forth the information required by, Rule 14a-19 under the
Exchange Act no later than March 22, 2026.
The information set forth
above regarding the procedures for submitting stockholder proposals for consideration at the 2026 Annual Meeting is based on information
contained in the Company’s proxy statement. The incorporation of this information in this proxy statement should not be construed
as an admission by Land & Buildings that such procedures are legal, valid or binding.
CERTAIN
ADDITIONAL INFORMATION
WE
HAVE OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE COMPANY’S
PROXY STATEMENT RELATING TO THE ANNUAL MEETING BASED ON OUR RELIANCE ON RULE 14A-5(C) UNDER THE EXCHANGE ACT. THIS DISCLOSURE IS EXPECTED
TO INCLUDE, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION ON THE COMPANY’S DIRECTORS AND EXECUTIVE OFFICERS, INFORMATION
CONCERNING EXECUTIVE COMPENSATION AND DIRECTOR COMPENSATION, INFORMATION CONCERNING THE COMMITTEES OF THE BOARD AND OTHER INFORMATION
CONCERNING THE BOARD, INFORMATION CONCERNING CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, INFORMATION ABOUT THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND OTHER IMPORTANT INFORMATION. STOCKHOLDERS ARE DIRECTED TO REFER TO THE COMPANY’S
PROXY STATEMENT FOR THE FOREGOING INFORMATION, INCLUDING INFORMATION REQUIRED BY ITEM 7 OF SCHEDULE 14A WITH REGARD TO THE COMPANY’S
NOMINEES. STOCKHOLDERS CAN ACCESS THE COMPANY’S PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS DISCLOSING THIS INFORMATION, WITHOUT
COST, ON THE SEC’S WEBSITE AT WWW.SEC.GOV.
SEE SCHEDULE II FOR INFORMATION
REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5% OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND MANAGEMENT OF THE
COMPANY.
The information concerning the
Company contained in this Proxy Statement and the Schedules attached hereto has been taken from, or is based upon, publicly available
documents on file with the SEC and other publicly available information. Although we have no knowledge that would indicate that statements
relating to the Company contained in this Proxy Statement, in reliance upon publicly available information, are inaccurate or incomplete,
to date we have not had access to the books and records of the Company, were not involved in the preparation of such information and statements
and are not in a position to verify such information and statements.
Your vote is important. No matter
how many or how few shares of Common Stock you own, please vote to elect the Land & Buildings Nominees by marking, signing, dating
and mailing the enclosed GOLD universal proxy card promptly.
Land & Buildings Capital Growth Fund,
LP
[•],
2025
SCHEDULE I
TRANSACTIONS IN SECURITIES
OF the Company
DURING THE PAST TWO YEARS
| Nature of the Transaction |
Amount
of Securities
Purchased/(Sold) |
Date of Purchase/Sale |
LAND & BUILDINGS CAPITAL
GROWTH FUND, LP
| Purchase of Common Stock |
1,245 |
09/21/2023 |
| Purchase of Common Stock |
6,439 |
09/22/2023 |
| Purchase of Common Stock |
9,182 |
09/25/2023 |
| Purchase of Common Stock |
6,679 |
09/26/2023 |
| Purchase of Common Stock |
9,619 |
09/27/2023 |
| Purchase of Common Stock |
2,141 |
09/28/2023 |
| Purchase of Common Stock |
6,939 |
09/29/2023 |
| Purchase of Common Stock |
13,356 |
10/02/2023 |
| Purchase of Common Stock |
4,900 |
10/19/2023 |
| Purchase of Common Stock |
1,393 |
10/24/2023 |
| Purchase of Common Stock |
7,804 |
10/25/2023 |
| Purchase of Common Stock |
3,703 |
10/26/2023 |
| Purchase of Common Stock |
3,249 |
12/01/2023 |
| Sale of Common Stock |
(5,700) |
12/28/2023 |
| Sale of Common Stock |
(445) |
02/08/2024 |
| Sale of Common Stock |
(1,669) |
02/09/2024 |
| Purchase of Common Stock |
1,800 |
03/28/2024 |
| Purchase of Common Stock |
11,160 |
04/17/2024 |
| Sale of Common Stock |
(8,736) |
05/15/2024 |
| Sale of Common Stock |
(1,964) |
05/17/2024 |
| Sale of Common Stock |
(1,642) |
05/21/2024 |
| Sale of Common Stock |
(2,343) |
05/22/2024 |
| Sale of Common Stock |
(1,420) |
05/23/2024 |
| Sale of Common Stock |
(1,258) |
05/24/2024 |
| Sale of Common Stock |
(1,537) |
05/28/2024 |
| Purchase of Common Stock |
1,962 |
06/11/2024 |
| Purchase of Common Stock |
1,162 |
06/12/2024 |
| Purchase of Common Stock |
3,804 |
06/13/2024 |
| Purchase of Common Stock |
1,941 |
06/14/2024 |
| Purchase of Common Stock |
1,219 |
06/17/2024 |
| Sale of Common Stock |
(2,280) |
07/12/2024 |
| Sale of Common Stock |
(2,077) |
07/15/2024 |
| Sale of Common Stock |
(3,119) |
07/16/2024 |
| Sale of Common Stock |
(4,705) |
07/16/2024 |
| Sale of Common Stock |
(5,969) |
07/17/2024 |
| Sale of Common Stock |
(2,895) |
07/18/2024 |
| Sale of Common Stock |
(6,835) |
07/19/2024 |
| Sale of Common Stock |
(5,000) |
08/02/2024 |
| Sale of Common Stock |
(3,750) |
08/05/2024 |
| Sale of Common Stock |
(1,250) |
08/06/2024 |
| Sale of Common Stock |
(980) |
08/07/2024 |
| Purchase of Common Stock |
17,087 |
08/15/2024 |
| Sale of Common Stock |
(9,936) |
08/20/2024 |
| Sale of Common Stock |
(4,835) |
08/21/2024 |
| Sale of Common Stock |
(4,367) |
10/15/2024 |
| Sale of Common Stock |
(2,662) |
10/16/2024 |
| Sale of Common Stock |
(2,173) |
10/17/2024 |
| Sale of Common Stock |
(498) |
10/18/2024 |
| Purchase of Common Stock |
20,000 |
11/06/2024 |
| Purchase of Common Stock |
3,195 |
11/07/2024 |
| Purchase of Common Stock |
8,480 |
12/18/2024 |
| Purchase of Common Stock |
2,600 |
12/19/2024 |
| Purchase of Common Stock |
4,901 |
12/20/2024 |
| Purchase of Common Stock |
550 |
12/24/2024 |
| Purchase of Common Stock |
1,237 |
12/26/2024 |
| Purchase of Common Stock |
1,828 |
12/27/2024 |
| Purchase of Common Stock |
1,884 |
12/30/2024 |
| Purchase of Common Stock |
9,050 |
01/02/2025 |
| Purchase of Common Stock |
9,050 |
01/03/2025 |
| Purchase of Common Stock |
1,100 |
02/04/2025 |
LAND & BUILDINGS INVESTMENT
MANAGEMENT, LLC
(Through the Managed
Account)
| Purchase of Common Stock |
2,103 |
09/21/2023 |
| Purchase of Common Stock |
3,153 |
09/21/2023 |
| Purchase of Common Stock |
16,306 |
09/22/2023 |
| Purchase of Common Stock |
10,874 |
09/22/2023 |
| Purchase of Common Stock |
23,254 |
09/25/2023 |
| Purchase of Common Stock |
15,508 |
09/25/2023 |
| Purchase of Common Stock |
16,912 |
09/26/2023 |
| Purchase of Common Stock |
11,279 |
09/26/2023 |
| Purchase of Common Stock |
16,245 |
09/27/2023 |
| Purchase of Common Stock |
24,359 |
09/27/2023 |
| Purchase of Common Stock |
5,421 |
09/28/2023 |
| Purchase of Common Stock |
3,616 |
09/28/2023 |
| Purchase of Common Stock |
11,718 |
09/29/2023 |
| Purchase of Common Stock |
17,571 |
09/29/2023 |
| Purchase of Common Stock |
33,824 |
10/02/2023 |
| Purchase of Common Stock |
22,557 |
10/02/2023 |
| Purchase of Common Stock |
12,300 |
10/19/2023 |
| Purchase of Common Stock |
8,200 |
10/19/2023 |
| Purchase of Common Stock |
3,543 |
10/24/2023 |
| Purchase of Common Stock |
2,366 |
10/24/2023 |
| Purchase of Common Stock |
13,248 |
10/25/2023 |
| Purchase of Common Stock |
19,844 |
10/25/2023 |
| Purchase of Common Stock |
6,286 |
10/26/2023 |
| Purchase of Common Stock |
9,413 |
10/26/2023 |
| Purchase of Common Stock |
5,475 |
12/01/2023 |
| Purchase of Common Stock |
8,242 |
12/01/2023 |
| Sale of Common Stock |
(811) |
02/08/2024 |
| Sale of Common Stock |
(1,216) |
02/08/2024 |
| Sale of Common Stock |
(4,560) |
02/09/2024 |
| Sale of Common Stock |
(3,040) |
02/09/2024 |
| Purchase of Common Stock |
29,950 |
04/17/2024 |
| Purchase of Common Stock |
19,988 |
04/17/2024 |
| Sale of Common Stock |
(23,431) |
05/15/2024 |
| Sale of Common Stock |
(15,675) |
05/15/2024 |
| Sale of Common Stock |
(5,269) |
05/17/2024 |
| Sale of Common Stock |
(3,525) |
05/17/2024 |
| Sale of Common Stock |
(2,923) |
05/21/2024 |
| Sale of Common Stock |
(4,385) |
05/21/2024 |
| Sale of Common Stock |
(4,172) |
05/22/2024 |
| Sale of Common Stock |
(6,258) |
05/22/2024 |
| Sale of Common Stock |
(3,794) |
05/23/2024 |
| Sale of Common Stock |
(2,529) |
05/23/2024 |
| Sale of Common Stock |
(2,239) |
05/24/2024 |
| Sale of Common Stock |
(3,358) |
05/24/2024 |
| Sale of Common Stock |
(2,737) |
05/28/2024 |
| Sale of Common Stock |
(4,105) |
05/28/2024 |
| Purchase of Common Stock |
3,528 |
06/11/2024 |
| Purchase of Common Stock |
5,310 |
06/11/2024 |
| Purchase of Common Stock |
2,089 |
06/12/2024 |
| Purchase of Common Stock |
3,145 |
06/12/2024 |
| Purchase of Common Stock |
6,840 |
06/13/2024 |
| Purchase of Common Stock |
10,295 |
06/13/2024 |
| Purchase of Common Stock |
3,490 |
06/14/2024 |
| Purchase of Common Stock |
5,253 |
06/14/2024 |
| Purchase of Common Stock |
3,298 |
06/17/2024 |
| Purchase of Common Stock |
2,192 |
06/17/2024 |
| Sale of Common Stock |
(6,090) |
07/12/2024 |
| Sale of Common Stock |
(4,050) |
07/12/2024 |
| Sale of Common Stock |
(3,700) |
07/15/2024 |
| Sale of Common Stock |
(5,559) |
07/15/2024 |
| Sale of Common Stock |
(8,381) |
07/16/2024 |
| Sale of Common Stock |
(8,345) |
07/16/2024 |
| Sale of Common Stock |
(5,555) |
07/16/2024 |
| Sale of Common Stock |
(12,590) |
07/16/2024 |
| Sale of Common Stock |
(15,972) |
07/17/2024 |
| Sale of Common Stock |
(10,632) |
07/17/2024 |
| Sale of Common Stock |
(5,157) |
07/18/2024 |
| Sale of Common Stock |
(7,747) |
07/18/2024 |
| Sale of Common Stock |
(12,175) |
07/19/2024 |
| Sale of Common Stock |
(18,287) |
07/19/2024 |
| Sale of Common Stock |
(8,900) |
08/02/2024 |
| Sale of Common Stock |
(13,400) |
08/02/2024 |
| Sale of Common Stock |
(6,675) |
08/05/2024 |
| Sale of Common Stock |
(10,050) |
08/05/2024 |
| Sale of Common Stock |
(3,350) |
08/06/2024 |
| Sale of Common Stock |
(2,225) |
08/06/2024 |
| Sale of Common Stock |
(2,615) |
08/07/2024 |
| Sale of Common Stock |
(1,746) |
08/07/2024 |
| Purchase of Common Stock |
31,000 |
08/15/2024 |
| Purchase of Common Stock |
46,478 |
08/15/2024 |
| Sale of Common Stock |
(26,502) |
08/20/2024 |
| Sale of Common Stock |
(17,691) |
08/20/2024 |
| Sale of Common Stock |
(8,609) |
08/21/2024 |
| Sale of Common Stock |
(12,897) |
08/21/2024 |
| Purchase of Common Stock |
4,880 |
09/30/2024 |
| Purchase of Common Stock |
7,320 |
09/30/2024 |
| Sale of Common Stock |
(8,464) |
10/15/2024 |
| Sale of Common Stock |
(12,651) |
10/15/2024 |
| Sale of Common Stock |
(7,710) |
10/16/2024 |
| Sale of Common Stock |
(5,159) |
10/16/2024 |
| Sale of Common Stock |
(4,213) |
10/17/2024 |
| Sale of Common Stock |
(6,297) |
10/17/2024 |
| Sale of Common Stock |
(964) |
10/18/2024 |
| Sale of Common Stock |
(1,442) |
10/18/2024 |
| Purchase of Common Stock |
38,300 |
11/06/2024 |
| Purchase of Common Stock |
57,500 |
11/06/2024 |
| Purchase of Common Stock |
6,128 |
11/07/2024 |
| Purchase of Common Stock |
9,192 |
11/07/2024 |
| Purchase of Common Stock |
16,280 |
12/18/2024 |
| Purchase of Common Stock |
24,440 |
12/18/2024 |
| Purchase of Common Stock |
7,480 |
12/19/2024 |
| Purchase of Common Stock |
5,000 |
12/19/2024 |
| Purchase of Common Stock |
14,101 |
12/20/2024 |
| Purchase of Common Stock |
9,426 |
12/20/2024 |
| Purchase of Common Stock |
1,584 |
12/24/2024 |
| Purchase of Common Stock |
1,059 |
12/24/2024 |
| Purchase of Common Stock |
2,379 |
12/26/2024 |
| Purchase of Common Stock |
3,558 |
12/26/2024 |
| Purchase of Common Stock |
3,514 |
12/27/2024 |
| Purchase of Common Stock |
5,258 |
12/27/2024 |
| Purchase of Common Stock |
5,419 |
12/30/2024 |
| Purchase of Common Stock |
3,622 |
12/30/2024 |
| Purchase of Common Stock |
17,280 |
12/31/2024 |
| Purchase of Common Stock |
11,520 |
12/31/2024 |
| Purchase of Common Stock |
18,800 |
01/02/2025 |
| Purchase of Common Stock |
28,200 |
01/02/2025 |
| Purchase of Common Stock |
18,800 |
01/03/2025 |
| Purchase of Common Stock |
28,200 |
01/03/2025 |
L&B OPPORTUNITY FUND,
LLC
| Purchase of Common Stock |
211 |
09/21/2023 |
| Purchase of Common Stock |
1,090 |
09/22/2023 |
| Purchase of Common Stock |
1,554 |
09/25/2023 |
| Purchase of Common Stock |
1,130 |
09/26/2023 |
| Purchase of Common Stock |
1,628 |
09/27/2023 |
| Purchase of Common Stock |
362 |
09/28/2023 |
| Purchase of Common Stock |
137 |
09/29/2023 |
| Purchase of Common Stock |
263 |
10/02/2023 |
| Purchase of Common Stock |
418 |
10/24/2023 |
| Purchase of Common Stock |
2,341 |
10/25/2023 |
| Purchase of Common Stock |
1,111 |
10/26/2023 |
| Purchase of Common Stock |
1,220 |
11/14/2023 |
| Purchase of Common Stock |
1,011 |
12/01/2023 |
| Purchase of Common Stock |
5,010 |
12/29/2023 |
| Sale of Common Stock |
(528) |
02/08/2024 |
| Sale of Common Stock |
(1,981) |
02/09/2024 |
| Purchase of Common Stock |
4,048 |
04/17/2024 |
| Purchase of Common Stock |
857 |
05/08/2024 |
| Purchase of Common Stock |
1,286 |
05/10/2024 |
| Purchase of Common Stock |
1,287 |
05/13/2024 |
| Sale of Common Stock |
(2,408) |
05/15/2024 |
| Sale of Common Stock |
(542) |
05/17/2024 |
| Sale of Common Stock |
(451) |
05/21/2024 |
| Sale of Common Stock |
(643) |
05/22/2024 |
| Sale of Common Stock |
(390) |
05/23/2024 |
| Sale of Common Stock |
(345) |
05/24/2024 |
| Sale of Common Stock |
(421) |
05/28/2024 |
| Purchase of Common Stock |
511 |
06/11/2024 |
| Purchase of Common Stock |
303 |
06/12/2024 |
| Purchase of Common Stock |
991 |
06/13/2024 |
| Purchase of Common Stock |
506 |
06/14/2024 |
| Purchase of Common Stock |
317 |
06/17/2024 |
| Sale of Common Stock |
(584) |
07/15/2024 |
| Sale of Common Stock |
(877) |
07/16/2024 |
| Sale of Common Stock |
(1,324) |
07/16/2024 |
| Sale of Common Stock |
(1,679) |
07/17/2024 |
| Sale of Common Stock |
(814) |
07/18/2024 |
| Sale of Common Stock |
(1,922) |
07/19/2024 |
| Sale of Common Stock |
(1,410) |
08/02/2024 |
| Sale of Common Stock |
(1,057) |
08/05/2024 |
| Sale of Common Stock |
(353) |
08/06/2024 |
| Sale of Common Stock |
(275) |
08/07/2024 |
| Purchase of Common Stock |
5,435 |
08/15/2024 |
| Sale of Common Stock |
(2,792) |
08/20/2024 |
| Sale of Common Stock |
(1,359) |
08/21/2024 |
| Sale of Common Stock |
(1,305) |
10/15/2024 |
| Sale of Common Stock |
(796) |
10/16/2024 |
| Sale of Common Stock |
(650) |
10/17/2024 |
| Sale of Common Stock |
(149) |
10/18/2024 |
| Purchase of Common Stock |
9,880 |
11/06/2024 |
| Purchase of Common Stock |
350 |
11/07/2024 |
| Purchase of Common Stock |
1,384 |
12/18/2024 |
| Purchase of Common Stock |
834 |
12/19/2024 |
| Purchase of Common Stock |
1,572 |
12/20/2024 |
| Purchase of Common Stock |
177 |
12/24/2024 |
| Purchase of Common Stock |
397 |
12/26/2024 |
| Purchase of Common Stock |
586 |
12/27/2024 |
| Purchase of Common Stock |
604 |
12/30/2024 |
| Purchase of Common Stock |
3,345 |
01/02/2025 |
| Purchase of Common Stock |
3,345 |
01/03/2025 |
JAMES HOFFMANN
| Purchase of Common Stock |
2,500 |
01/10/2025 |
| Purchase of Common Stock |
1,500 |
01/14/2025 |
| Purchase of Common Stock |
500 |
01/15/2025 |
| Purchase of Common Stock |
3,000 |
02/13/2025 |
THE HOFFMANN FAMILY TRUST
| Purchase of Common Stock |
400 |
01/15/2025 |
| Sale of Common Stock |
(400) |
02/03/2025 |
SCHEDULE II
The following table
is reprinted from the Company’s preliminary proxy statement filed with
the Securities and Exchange Commission on March 28, 2025.
EQUITY OWNERSHIP OF 5%
BENEFICIAL OWNERS
The following information
is based upon filings made by the persons or entities identified below with the SEC. Except as set forth below, on the Record Date, no
person was known to us to own beneficially more than 5% of the outstanding common stock:
| Title
of Class |
Name
and Address of Beneficial Owner |
Amount
and Nature of Beneficial Ownership |
Percent
of Class(3) |
| Common
Stock |
The
Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, PA 19355 |
6,146,334(1) |
|
13.18% |
| Common
Stock |
BlackRock
Inc.
50 Hudson Yards
New York, NY 10001 |
4,351,327(2) |
|
|
9.33% |
| |
|
|
|
|
|
(1) Based solely
on the information in Amendment No. 18 to Schedule 13G filed with the SEC on February 13, 2024 by The Vanguard Group, Inc., which has
shared voting power with respect to 67,905 shares, sole dispositive power with respect to 6,032,115 shares and shared dispositive power
with respect to 114,229 shares.
(2) Based solely
on the information in Amendment No. 1 to Schedule 13G filed with the SEC on January 8, 2024 by BlackRock, Inc., which has sole voting
power with respect to 4,201,002 shares and sole dispositive power with respect to 4,351,327 shares.
(3) The percentages
shown are based on 46,650,729 shares of common stock outstanding as of the Record Date.
EQUITY OWNERSHIP OF DIRECTORS
AND EXECUTIVE OFFICERS
The following table
shows the beneficial ownership, reported to us as of the Record Date, of our common stock by each director, each director nominee and
each executive officer listed in the table below, and of the directors and executive officers as a group:
| Title
of Class |
Name
of Beneficial Owner |
Amount
and Nature of Beneficial Ownership(1) |
Percent
of Class |
| Common
Stock |
Robert
G. Adams |
630,579(2) |
|
|
1.35% |
| Common
Stock |
Robert
W. Chapin, Jr. |
— |
|
|
* |
| Common
Stock |
Tracy
M. J. Colden |
19,857(3) |
|
|
* |
| Common
Stock |
James
R. Jobe |
64,190(4) |
|
|
* |
| Common
Stock |
Robert
A. McCabe, Jr. |
70,274(5) |
|
|
* |
| Common
Stock |
Charlotte
A. Swafford |
190,185(6) |
|
|
* |
| Common
Stock |
Candice
W. Todd |
10,000(7) |
|
|
* |
| Common
Stock |
D.
Eric Mendelsohn |
273,194(8) |
|
|
* |
| Common
Stock |
Kristin
S. Gaines |
166,943(9) |
|
|
* |
| Common
Stock |
Kevin
C. Pascoe |
93,330(10) |
|
|
* |
| Common
Stock |
John
L. Spaid |
76,683(11) |
|
|
* |
| Common
Stock |
David
L. Travis |
108,421(12) |
|
|
* |
| Common
Stock |
All
Directors and Executive Officers as a group - 12 persons |
1,703,656(13) |
|
|
3.60% |
* Less than 1%
(1) Except as otherwise
noted, all shares are owned beneficially with sole voting and investment power. The percentages shown are based on 46,650,729 shares
of common stock outstanding plus, as to each individual and group listed, the number of shares of common stock deemed to be owned by
such holder pursuant to Rule 13d-3 under the Exchange Act, assuming exercise of options held by such holder that are exercisable within
60 days of the Record Date.
(2) Includes options
to purchase 80,000 shares of common stock and 180,548 shares owned by two trusts for which Mr. R. Adams is the trustee and 330,031 shares
owned by two limited partnerships controlled by Mr. R. Adams. Also includes 40,000 shares owned by a private foundation.
(3) Includes options
to purchase 10,000 shares of common stock.
(4) Includes options
to purchase 35,000 shares of common stock, 28,690 shares owned jointly with Mr. Jobe’s spouse and 500 shares held in an individual
retirement account. Mr. Jobe has shared voting and dispositive powers with respect to 14,979 of the listed shares.
(5) Includes options
to purchase 35,000 shares of common stock.
(6) Includes options
to purchase 80,000 shares of common stock and 110,185 shares owned by a trust for which Ms. Swafford is a co-trustee. Ms. Swafford has
shared voting and dispositive powers with respect to 110,185 of the listed shares.
(7) Includes options
to purchase 10,000 shares of common stock.
(8) Includes options
to purchase 176,667 shares of common stock and 14,400 shares of restricted stock.
(9) Includes options
to purchase 104,999 shares of common stock and 9,600 shares of restricted stock. Of these shares, 33,921 are pledged by Ms. Gaines as
security for a loan.
(10) Includes options
to purchase 32,000 shares of common stock and 11,100 shares of restricted stock.
(11) Includes options
to purchase 32,000 shares of common stock and 12,100 shares of restricted stock
(12) Includes options
to purchase 86,866 shares of common stock and 11,100 shares of restricted stock.
(13) Includes options
to purchase 682,532 shares of common stock and 58,300 shares of restricted stock.
IMPORTANT
Tell
your Board what you think! Your vote is important. No matter how many shares of Common Stock you own, please give Land & Buildings
your proxy “FOR” the Land & Buildings Nominees and in accordance with Land & Buildings’ recommendations
on the other proposals on the agenda for the Annual Meeting by SIGNING, DATING AND MAILING the enclosed GOLD universal
proxy card TODAY in the envelope provided (no postage is required if mailed in the United States).
You may vote your
shares virtually at the Annual Meeting, however, even if you plan to attend the Annual Meeting virtually, we recommend that you submit
your GOLD universal proxy card by mail by the applicable deadline so that your vote will still be counted if you later decide not to
attend the virtual Annual Meeting.
If any of your shares
of Common Stock are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares of Common
Stock and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either
by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You
may also vote by signing, dating and returning the enclosed GOLD universal voting instruction form.
If you have any questions
or require any additional information concerning this Proxy Statement, please contact Saratoga at the address or phone number set forth
below.
|
If you have any questions, require
assistance in voting your GOLD universal proxy card, or need additional copies of Land & Buildings’ proxy materials,
please contact Saratoga at the phone numbers listed below.
520 8th Avenue, 14th Floor
New York, NY 10018
(212) 257-1311
Stockholders
call toll free at (888) 368-0379
Email: info@saratogaproxy.com |
[GOLD] UNIVERSAL PROXY CARD
REVISED
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED APRIL 4, 2025
National
Health Investors, Inc.
2025 ANNUAL MEETING OF
stockholders
THIS PROXY IS SOLICITED
ON BEHALF OF land & buildings capital growth fund, lp and the other participants in its PROXY
solicitation
THE BOARD OF DIRECTORS
OF NATIONAL HEALTH INVESTORS, INC.
IS NOT SOLICITING THIS PROXY
P R O X Y
The undersigned appoints
Jonathan Litt, Meagan Reda and John Ferguson, and each of them, attorneys and agents with full power of substitution to vote all shares
of common stock, $0.01 par value per share (the “Common Stock”), of National Health Investors, Inc. (the “Company”),
which the undersigned would be entitled to vote if personally present at the 2025 Annual Meeting of Stockholders of the Company scheduled
to be held virtually at www.cesonlineservices.com/nhi25_vm on [•], 2025 at [•],
CDT (including any adjournments or postponements thereof and any meeting called in lieu thereof, the “Annual Meeting”).
The undersigned hereby
revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of Common Stock held by the undersigned,
and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take
by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the herein named
attorneys and proxies or their substitutes with respect to any other matters as may properly come before the Annual Meeting that are
unknown to Land & Buildings Capital Growth Fund, LP (together with the other participants in its solicitation, “Land &
Buildings”) a reasonable time before this solicitation.
THIS
PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY
WILL BE VOTED “FOR” THE TWO (2) LAND & BUILDINGS NOMINEES AND “FOR” THE TWO (2) COMPANY NOMINEES UNOPPOSED
BY LAND & BUILDINGS IN PROPOSAL 1, “FOR” PROPOSAL 2, “FOR” PROPOSAL 3, AND “FOR” PROPOSAL 4.
This Proxy will be valid
until the completion of the Annual Meeting. This Proxy will only be valid in connection with Land & Buildings’ solicitation
of proxies for the Annual Meeting.
IMPORTANT: PLEASE SIGN,
DATE AND MAIL THIS PROXY CARD PROMPTLY!
CONTINUED AND TO BE SIGNED
ON REVERSE SIDE
[GOLD] UNIVERSAL PROXY CARD
☒ Please mark vote as in this
example
LAND
& BUILDINGS STRONGLY RECOMMENDS THAT STOCKHOLDERS VOTE “for” THE
TWO (2) LAND & BUILDINGS NOMINEES AND “for”
THE TWO (2) COMPANY NOMINEES UNOPPOSED BY LAND & BUILDINGS, AND NOT TO VOTE “FOR” ANY OF THE REMAINING TWO (2)
COMPANY NOMINEES LISTED BELOW IN PROPOSAL 1.
YOU MAY SUBMIT VOTES FOR
UP TO FOUR (4) NOMINEES IN TOTAL. IMPORTANTLY, IF YOU MARK MORE THAN FOUR (4) “FOR” BOXES WITH RESPECT TO THE ELECTION OF
DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF DIRECTORS WILL BE DEEMED INVALID. IF YOU MARK FEWER THAN FOUR (4) “FOR”
BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, THIS PROXY CARD, WHEN DULY EXECUTED, WILL BE VOTED ONLY AS DIRECTED.
| 1. | Election
of four (4) directors for the applicable term as set forth in the proxy statement* or until
their successors are duly elected and qualified. |
| LAND & BUILDINGS Nominees |
FOR |
WITHHOLD |
| a) James Hoffmann |
¨ |
¨ |
| b) A. Adam Troso |
¨ |
¨ |
| COMPANY Nominee UNOPPOSED BY LAND & BUILDINGS |
FOR |
WITHHOLD |
| c)
Candice W. Todd |
¨ |
¨ |
| d)
Robert W. Chapin, Jr. |
¨ |
¨ |
| COMPANY Nominees OPPOSED BY LAND & BUILDINGS |
FOR |
WITHHOLD |
| e)
Robert G. Adams |
¨ |
¨ |
| f)
James R. Jobe |
¨ |
¨ |
*If stockholders approve Proposal
2, each director nominee, if elected, will hold office for a one-year term. If stockholders do not approve Proposal 2, (i) Messrs. Adams
and Jobe and Ms. Todd, if elected, will hold office for a three-year term and Mr. Chapin, if elected, will hold office for a two-year
term and (ii) each of the Land & Buildings Nominees, if elected, will hold office for the same term as the Company nominee that was
not elected.
LAND
& BUILDINGS RECOMMENDS STOCKHOLDERS VOTE “FOR” PROPOSAL 2.
| 2. | The Company’s proposal to approve
an amendment to the Company’s Articles of Incorporation, as amended, to declassify
the Board. |
| |
¨ FOR |
|
¨ AGAINST |
|
¨ ABSTAIN |
LAND
& BUILDINGS MAKES NO RECOMMENDATION WITH RESPECT TO PROPOSAL 3.
| 3. | The Company’s proposal to approve,
on an advisory basis, of the compensation of the Company’s named executive officers. |
| |
¨ FOR |
|
¨ AGAINST |
|
¨ ABSTAIN |
[GOLD] UNIVERSAL PROXY CARD
LAND & BUILDINGS
MAKES NO RECOMMENDATION WITH RESPECT TO PROPOSAL 4.
| 4. | The Company’s proposal to ratify the Audit Committee’s
selection of BDO USA, P.C. as the Company’s independent registered public accounting
firm for fiscal year 2025. |
| |
¨ FOR |
|
¨ AGAINST |
|
¨ ABSTAIN |
DATED:____________________________
____________________________________
(Signature)
____________________________________
(Signature, if held jointly)
____________________________________
(Title)
WHEN SHARES ARE HELD JOINTLY,
JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH THEY ARE SIGNING. PLEASE
SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.
Grafico Azioni National Health Investors (NYSE:NHI)
Storico
Da Mar 2025 a Apr 2025
Grafico Azioni National Health Investors (NYSE:NHI)
Storico
Da Apr 2024 a Apr 2025
