Activist shareholder Land & Buildings remains firm in its criticisms of the board of directors of Chicago-based real estate investment trust Ventas, calling for a change in the presiding director at the REIT’s April 27 virtual shareholders meeting.
Independent proxy firm Institutional Shareholder Services, on the other hand, is urging Ventas stockholders to vote for all of the REIT’s 11 incumbent directors next week. And independent proxy firm Glass Lewis has joined ISS in recommending that shareholders reject Land & Buildings’ proxy campaign, which would force the removal of Ventas Presiding Director Denny Shelton from the company’s board.
Stamford, CT-based Land & Buildings has nominated its founder and chief investment officer, Jonathan Litt, for the role.
“We believe that ISS reached the wrong conclusion by failing to recommend shareholders vote for change in the Ventas boardroom,” Land & Buildings said in a statement Monday. “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.”
Tuesday, Ventas’ independent directors urged stockholders to re-elect Sheldon over Litt, whom Ventas described as “a candidate who is not qualified, has no operational or healthcare expertise, and who has repeatedly demonstrated that he is singularly focused on securing a board seat for himself.”
ISS stated that Shelton’s executive and operational experience in the healthcare sector “remains a critical asset for Ventas as it emerges from the pandemic and navigates ongoing challenges in the operational and macro environment.” Therefore, ISS said it would not endorse Litt.
Glass Lewis said: “In our view, L&B’s stated concerns regarding stale leadership, capital allocation missteps, and senior housing business strategy and performance do not resonate. As the company [Ventas] points out, L&B’s statement that Ventas owns a superior and better positioned portfolio of assets would seem to directly contradict L&B’s assertion that Ventas has deployed capital poorly.”
In early March, Litt said in an open letter that Ventas needed a shareholder representative “who is fully aligned with shareholders and who will bring the objectivity and appropriate experience required to instill accountability and demand improved performance.”
