Land & Buildings Investment Management is encouraging National Health Investors shareholders to vote against two incumbent directors, Robert Webb and Charlotte Swafford, who are up for election at the real estate investment trust’s May 22 stockholder annual meeting.
“Per NHI’s Bylaws, a director who receives a greater number of votes cast ‘against’ his or her election than votes ‘for’ his or her election must promptly tender his or her resignation for consideration by the Board,” L&B Founder and Chief Investment Officer Jonathan Litt said in a Thursday letter.
The activist investor said that the REIT is “significantly undervalued in large part due to the company’s poor corporate governance practices and web of interlocking relationships and conflicts of interest” among board members.
“We believe NHI is an overlooked diamond in the rough among publicly traded REITs,” Litt wrote. “Unlike nearly all of its healthcare REIT peers, most of its income is derived from senior housing assets, a sector with tremendous fundamental tailwinds as the 80+ demographic is expected to be the fastest-growing age cohort for many years to come and there is little new supply.”
Also according to the Stamford, CT-based shareholder, a “litany of concerning issues” exists regarding conflicts of interest involving NHI’s upcoming lease renewal with one of its largest tenants, National Healthcare Corp. NHC represents 15% of NHI’s net operating income, Litt said.
“With the NHC lease set to expire soon, this is a critical moment for the Company. That is why we believe a message must be sent that shareholders deserve better than the conflicted and self-serving status quo that has defined NHI’s Board in the past,” Litt said.
NHI has an existing relationship with NHC leaders, namely Robert Adams and W. Andrew Adams, L&B said.
Robert Adams is an NHI director and NHC chairman and owns approximately $38 million of NHC stock, according to Litt. “His brother and NHI Chairman, W. Andrew Adams, is an NHC director and former NHC Chairman, and owns ~$60 million of NHC stock,” he added.
Similarly, NHI Director Charlotte Swafford directly and indirectly owns approximately $22 million of NHC stock as of the last public filing, Litt said. Additionally, he said, she worked at NHC for more three decades, retiring as senior vice president and treasurer.
“Given these conflicting financial interests, how can we, as shareholders of NHI, be expected to trust that these individuals will be able to represent our best interests in the boardroom, particularly as it relates to negotiating the NHC lease renewal?” Litt said.
Read the full letter here.
