A “mutual cooperation agreement” between Chicago-based real estate investment trust Ventas and activist investor Land & Buildings has resulted in the REIT adding two people to its board and prohibits the companies from making disparaging remarks about one another for a year, Ventas announced Monday.
The agreement will remain in effect until the day after the REIT’s 2025 annual meeting of stockholders.
The nondisparagement clause of the agreement prohibits representatives from Ventas, Land & Buildings and any affiliates from making “any statement or announcement (including any statement to any stockholder or holder of other securities of the company, sell-side or buy-side analyst or other person) that constitutes an ad hominem attack on, or that otherwise disparages, defames, slanders, impugns or otherwise is reasonably likely to damage the reputation,” according to a filing with the Securities and Exchange Commision.
As of Dec. 31, Ventas’ portfolio included 709 senior living communities and 44 skilled nursing facilities in the United States, as well as other healthcare-related properties, according to an SEC filing. Major senior living operators represented in its owned and leased portfolios include Atria Senior Living, Brookdale Senior Living and Sunrise Senior Living. Land & Buildings owns approximately $50 million worth of stock in the REIT, amounting to a stake of less than 1%, the Wall Street Journal previously reported.
The cooperation agreement comes after a strained relationship between Ventas and the Stamford, CT-based shareholder. Land & Buildings has challenged the REIT’s management and board multiple times since 2022.
Most recently, in January, the company put forth three candidates for Ventas’ board of directors to be voted on at the REIT’s annual meeting in March. Reuters identified the candidates as Nori Gerardo Lietz, Ted Bigman and John Guinee. Monday, in conjunction with the agreement, Ventas announced that Bigman and Joe V. Rodriguez Jr., had been named to the board “effective immediately.” Bigman joined the board’s Investment Committee, and Rodriguez joined the Nominating, Governance and Corporate Responsibility Committee, effective immediately.
Bigman has served as a private investor and as founder and chief investment officer of Bigman Holdings, his family office, since March 2021. Before that, he held several positions at MSIM, an asset management firm and subsidiary of Morgan Stanley, from 1995 to 2021, most recently as head of global listed real Assets investing. In connection with his position at MSIM, Bigman served as a member of the boards of trust managers for American Industrial Properties REIT and Grove Property Trust.
Rodriguez has more than 30 years of experience across capital markets, finance and portfolio management. He was a founding partner and chief investment officer at Invesco Real Estate and helped scale the firm from $1 billion to more than $90 billion in assets under management. He has served as a board Adviser to Invesco Office J-REIT and AIM Select Real Estate Income Fund.
Ventas also announced the resignation from the board of James D. “Denny” Shelton, lead independent director. Roxanne Martino will succeed him as the new lead independent director.
Also in connection with the cooperation agreement, Land & Buildings will vote its shares in favor of all of the board’s director nominees at the 2024 annual meeting and also has agreed to customary standstill, voting and other provisions.
