National Health Investors : Additional Proxy Materials - Letter to Stockholders, April 17 (Letter to Stockholders April 17 2025)

Published: 2025-05-12 07:13:07 ET NHI

Published on 05/12/2025 at 07:13

WASHINGTON, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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[ x ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to §240.14a-12

National Health Investors, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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NHI Urges Stockholders to Vote "FOR" National Health Investors, Inc.'s Highly Qualified and Experienced Nominees on the WHITE Proxy Card

MURFREESBORO, Tenn.-- (April 17, 2025) -- National Health Investors, Inc. (NYSE:NHI) ("NHI" or "the Company") announced today that it has mailed a letter to stockholders in connection with its upcoming Annual Meeting of Stockholders, which is scheduled to be held virtually on May 21, 2025. Stockholders of record as of the close of business on March 28, 2025, are entitled to vote at the meeting. The letter urges stockholders vote on the WHITE proxy card "FOR" the election of NHI's highly qualified Board members, Robert G. Adams, Robert

W. Chapin, Jr., James R. Jobe and Candice W. Todd.

Highlights of the letter include:

NHI has delivered superior shareholder returns relative to its peers.

NHI recently refreshed its Board and successfully addressed any perceived conflicts of interest.

The NHC lease renewal is a high priority, and the Company is focused on exploring all options to deliver the greatest returns for stockholders.

Land & Buildings has not proposed any substantive ideas to enhance stockholder value.

Your Board's nominees are, in our view, the best qualified people to execute our strategy, to continue driving sustainable, long-term TSR, and to protect your investment and our positive momentum.

Over the 1-year, 3-year, 5-year periods, and since the Board first expanded in May 2020, NHI's total shareholder return ("TSR") has outperformed the FTSE Nareit Equity Health Care Index and the broader REIT market as measured by the Vanguard Real Estate Index Fund ETF (VNQ) through December 31, 2024.

NHI's definitive proxy materials and other materials regarding the Board's recommendation for the Annual Meeting of Stockholders can be found at https://nhireit.com.

The full text of the letter being mailed to stockholders follows. April 17, 2025

As the NHI Annual Meeting of Stockholders quickly approaches, we are asking for your support and urge that you vote "FOR" our highly qualified Board members, including Robert G. Adams, Robert W. Chapin, Jr., James R. Jobe and Candice W. Todd.

The Company and the NHI Board of Directors have undertaken significant changes in the last five years. We believe these proactive changes have driven superior shareholder returns. Over the 1-year, 3-year, 5-year periods, and since the Board first expanded in May 2020, NHI's total shareholder return ("TSR") has outperformed the FTSE Nareit Equity Health Care Index and the broader REIT market as measured by the Vanguard Real Estate Index Fund ETF (VNQ).

Unfortunately, in a letter dated April 9, 2025, Land & Buildings ("L&B") cynically claimed that our "stockholder returns have meaningfully underperformed" our peer group. Our Board urges stockholders not to believe these misleading claims. L&B recklessly invented an "index" composed solely of just two "cherry picked" companies, Welltower and Ventas, each very different from and many times larger than NHI. Further, as seen in the chart below, average outperformance of this so-called "index" of two companies over the 1-year and 3-year periods ended December 31, 2024, was entirely driven by Welltower as NHI's TSR was superior to Ventas.

1- Year

3 -Year

5-Year

Market Cap ($B)

NHI

30.6%

44.7%

16.6%

$3.5

Ventas

22.2%

28.6%

25.1%

$29.6

Welltower

43.1%

59.9%

80.7%

$94.9

NHI stockholders are encouraged to read the NHI proxy statement and not to be misled by L&B's attempts to develop a hand-picked index in an attempt to misdirect stockholder attention from the progress made by our Board and mischaracterize NHI's superior stock price appreciation in comparison to its accurate REIT peers. You are strongly encouraged to vote "FOR" our highly qualified Board members to protect your investment and to help NHI drive sustainable, long-term stockholder value.

Since the Board first expanded in May 2020, six new members have been appointed which has increased Board diversity from 0.0% to 37.5% and reduced the average tenure from approximately 21 years to approximately seven years. Board members Tracy M.J. Colden (appointed in 2022) and Candice W. Todd (appointed in 2025) were added to the Board after NHI engaged Ferguson Partners to conduct national searches. Robert W. Chapin, Jr., NHI's newest Board member, is a well- respected executive with decades of senior housing real estate and operations experience. As part of the Board's ongoing commitment to refreshment, two of NHI's longest tenured Board members retired from the Board in recent months, and we thank them for their valuable service.

Further, there have been several changes to the leadership of the NHI Board Committees which we believe strengthen the overall governance of the Company including:

Robert A. McCabe, Executive Chairman of Pinnacle Financial Partners, was appointed as the Chair of the NHI Board;

Tracy M.J. Colden was appointed Chair of the Nominating and Corporate Governance Committee in May 2024 due to her significant experience in legal affairs and corporate governance from her current role and prior roles as general counsel and corporate secretary for large hospitality and lodging companies;

James R. Jobe was appointed Chair of the Compensation Committee in January 2025 and subsequently retained Ferguson Partners as an independent compensation consultant which is a first in the Company's history and should better align stockholder interests with Board and executive compensation; and

Candice W. Todd was appointed Chair of the Audit Committee in January 2025 due to her expertise in real estate investments, finance and accounting having served as Chief Financial Officer for Morgan Stanley Real Estate Investments. Ms. Todd is also on the Board of Highwoods Properties, Inc. (HIW) where she serves as a financial expert and on the Audit Committee.

Additionally, NHI formed a Special Committee of Non-Interested Directors currently consisting of Messrs. McCabe and Chapin and Mses. Colden and Todd to oversee the ongoing lease negotiations with National Healthcare Corporation ("NHC"). The Company has also retained Blueprint Healthcare Real Estate Advisors (Blueprint), a leading national independent consultancy firm to advise and assist NHI on the lease renewal process.

The NHC lease covers a portfolio of 32 skilled nursing facilities and three independent living communities across seven states. The lease matures on December 31, 2026, and NHC has the right to renew the lease at a fair market rent rate. NHC is required to provide six months' notice to NHI as to NHC's intent to renew the lease. The NHC lease accounted for approximately 14% of the Company's NOI in 2024. Due to the contribution to our cash flow, this renewal is a high priority for the Company, and we are working diligently with Blueprint on several potential

options with a mandate to create maximum stockholder value. Ultimately, the Special Committee of Non-Interested Directors has the full authority of the Board to determine the best path forward for our Company and our stockholders.

Despite NHI's strong track record of operational performance and shareholder returns, L&B, a stockholder that owns approximately 1.3% of the Company's shares outstanding, has elected to engage in a costly, distracting and time-consuming proxy contest by nominating candidates to replace Robert G. Adams and James R. Jobe. The NHI Board and the Company's management have engaged extensively with L&B over multiple years and have attempted to take a constructive and collaborative approach to these discussions to avoid this potential disruption to the Company's strong momentum.

Our Board interviewed and carefully considered both of L&B's candidates whose primary experience has been in capital markets and financing, which our Board does not believe is additive to the Board's current skill sets and experiences. In particular, our recent additions to the Board, Candice W. Todd and Robert W. Chapin, Jr., both possess significant expertise in capital markets and real estate investments. In addition, Mr. Chapin brings decades of experience in senior housing operations and acquisitions, providing a very specific and helpful skill set as the Company embarks on growing its senior housing operating platform amidst the favorable industry tailwinds that this sector is experiencing.

L&B has offered no substantive ideas for NHI and has only continued to direct its criticisms to the composition of the Board - the same Board that has overseen significant value creation for stockholders over both the near-term and, more importantly, long-term. We believe, as does L&B, that "the Company has an extraordinary opportunity today to drive substantial accretion through acquisitions." Your Board's nominees are, in our view, the best qualified people to execute our strategy, to continue driving sustainable, long-term TSR, and to protect your investment and our positive momentum.

Against this backdrop, you now face an important decision regarding the future of your investment and go-forward Board of Directors. Your Board has four directors up for election who have highly relevant skills and expertise and are important contributors to NHI's ongoing success. To protect your investment, we strongly recommend that you vote the enclosed universal WHITE proxy card today "FOR" all four of NHI's qualified and experienced director nominees: Robert G. Adams, Robert W. Chapin, Jr., James R. Jobe and Candice W. Todd. Please vote today to ensure your voice is heard at the Company's Annual Meeting of Stockholders on May 21, 2025.

We look forward to continuing our dialogue with all stockholders and greatly appreciate your support. Sincerely,

The NHI Board of Directors

Disclaimer

National Health Investors Inc. published this content on May 12, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 12, 2025 at 11:12 UTC.