Land & Buildings Comments on Ventas ISS Report
ISS Supports Many of Land & Buildings’ Arguments, Including that
ISS Calls Appointment of
Land & Buildings Urges Shareholders to Vote FOR the Election of Its Highly Qualified Nominee
“We believe that ISS reached the wrong conclusion by failing to recommend shareholders vote for change in the Ventas boardroom. The Company has long suffered from operational underperformance, capital allocation failures, poor communication efforts and poor corporate governance practices that have led Ventas to trade a significant discount to peers – and we believe a true shareholder representative is immediately needed on the Board to instill accountability and drive improved performance.
In spite of not agreeing with ISS’s recommendation, we think it is notable that ISS agreed with many of our core arguments and concerns regarding Ventas’ performance under the incumbent Board, highlighting that shareholders would have the ‘potential solution’ of ‘supporting more substantive changes’ next year should the multiple gap to
In its report, ISS writes:
- “There is a defensible argument that, without a shareholder representative in the boardroom that is independent of management, the decisions that the company makes as the recovery in senior housing takes hold could lead to undisciplined investment, poor investor communication, or missed opportunities for operational optimization.”
ISS also points out the Company’s sustained underperformance, specifically in comparison to its closest competitor,
- “[T]he company's TSR lags that of WELL, its self-identified closest competitor, in all analyzed time periods. There appears to be correlation between the TSR and the company's relative valuation, with VTR persistently valued at a P/AFFO multiple that is lower than WELL, and a gap between the two companies' multiples that has grown wider over time.”
- “[T]he company's efforts to create value by transforming the portfolio or improving investor communications have not generated positive TSR.”
ISS notes the Board’s relationship with
- “[Embler’s] appointment to the VTR board appears to be unnecessarily antagonistic, rather than responsive to the issues raised by the dissident.”
- “The most recent appointment to the board… has history that could lead to questions about independence, questions about the board's motives, and could eventually jeopardize the credibility of the board's approach to refreshment.”
Land & Buildings urges shareholders to vote FOR the election of its highly qualified nominee
Shareholders can find additional information at www.cureventas.com.
If you have any questions, require assistance in voting your BLUE proxy card, or need additional copies of Land and Buildings’ proxy materials, please contact
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1 Permission to quote from the ISS report was neither sought nor obtained. Emphases added.