Land & Buildings reached cooperation agreement with Ventas (VTR)

Key Summary: In Sep 2023, Land & Buildings criticized company underperformance, called for action. On Jan 11, 2024, Land & Buildings stated that it plans to nominate three directors. On March 4, 2024, it reached agreement with the company.

Market Cap: $18 billion | Ventas, an S&P 500 company, operates at the intersection of two powerful and dynamic industries – healthcare and real estate. 

Background

• On September 11, 2023, Land & Buildings Investment Management delivered a letter to the shareholders criticizing the company's underperformance and undervaluation. They highlighted the widening gap in performance compared to Welltower, expressing dissatisfaction with the board and management. The letter pointed out poor earnings growth, operational missteps, and a lack of effective oversight. Land & Buildings called for urgent action to restore investor confidence and improve performance while leaving room for dialogue with the company.

• On January 11, 2024, Jonathan Litt of Land & Buildings issued statement on social media that he intends to file a preliminary proxy statement and nominates three director candidate to the Board.  Source

Update

On March 4, 2024, the company entered into a cooperation agreement with Land & Buildings Investment Management and pursuant to it, the Company has appointed Theodore R. Bigman, Founder and Chief Investment Officer of Bigman Holdings and former Head of Global Listed Real Assets Investing at Morgan Stanley Investment Management and Joe V. Rodriguez, Jr., President of Burnt Mountain Investments LLC and former Chief Investment Officer of Invesco Real Estate to the Company’s Board of Directors.

Past

• On March 7, 2022, Land & Buildings Investment Management issued an open letter to the shareholders, expressing concerns with the performance of the company and nominated its Founder and CIO, Jonathan Litt, for election at the upcoming 2022 AGM.

• On April 6, 2022, Land & Buildings issued an Investor Presentation titled “Curing a Decade of Underperformance”, reiterating its concerns and seeks support for its nominees.

• On April 11 2022, Land & Buildings issued a Rebuttal Investor Presentation titled “Responding to the Company’s Underwhelming ‘Winning Strategy'".

• On April 20, 2022, the company announced that ISS  and Glass Lewis have recommended that shareholders vote “FOR ALL” of Ventas’s 11 experienced directors on the WHITE proxy card in advance of the upcoming annual meeting of stockholders to be held on April 27, 2022.

• On April 25, 2022, the company announced that Land & Buildings has withdrawn its director nominee.

• At the AGM held on April 27, 2022, shareholders elected all the company's director nominees.

• On April 24 2023, Land & Buildings sent a letter to the board expressing its dissatisfaction with the company's long-term underperformance and undervaluation. In an open letter to the board, Land & Buildings highlighted the need for further action to address the lackluster returns experienced by shareholders under the current board. As a result, Land & Buildings intends to vote against the re-election of Lead Independent Director James Shelton and Board Chair Debra Cafaro at Ventas' upcoming AGM.

• At the AGM held on May 16, 2023, shareholders elected all the company's director nominees. However, the shareholders had expressed their displeasure with several directors, as Lead Independent Director James Shelton and Chair Debra Cafara received poor votes.