LTC Properties, Inc. (LTC) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. Welcome to the Annual Meeting of Stockholders of LTC Properties, Inc., a Maryland corporation. My name is Wendy Simpson, Chairman of the Board of LTC Properties, Inc., and pursuant to the bylaws of the company, I will act as the presiding officer of the meeting, which we are conducting in a virtual format this year. It is now 5:00 p.m., the time set to start this annual meeting of stockholders, and I call this meeting to order. I would like to introduce you to LTC's other Board of Directors: Boyd Hendrickson, our Lead Director; Devra Shapiro; Dr. Timothy Triche; Jim Pieczynski; and our newest member, Cornelia Cheng; and LTC's senior management team, Pam Kessler, Co-President and CFO; Clint Malin, Co-President and CIO; Cece Chikhale, EVP and CAO and Treasurer; and Doug Korey, EVP and Managing Director of Business Development. I would also like to thank the other senior leaders of the company who are in attendance. The Board of Directors has appointed Leah Grant of Broadridge Shareholder Services, the company's transfer agent and registrar, as inspector of election to serve at this meeting. The inspector's duties include the determination of the shares represented at this meeting, the confirmation of a quorum and the count and tabulation of all votes. Ms. Grant has been duly sworn in as inspector of election. I will now turn -- I will now call upon Ms. Pam Kessler, our Co-President, CFO and Corporate Secretary, who also will act as Secretary to this meeting. Pam?

Madam Chairman, on April 12, 2021, the record date fixed by the Board of Directors for the meeting, there were 39,364,622 shares of common stock outstanding and entitled to vote at the meeting. A certified list of stockholders of record on that date is available for inspection during or after this meeting. Notice of the Meeting and proxy materials for this meeting were first mailed on April 20, 2021, to each stockholder of record at the close of business on April 12, 2021. The transfer agent's certificate of mailing and the certified list of stockholders will be filed with the records of the company. Under the bylaws of the company and applicable law, any meeting of stockholders in the presence in person or by proxy of stockholders entitled to cast a majority of all votes entitled to be cast at the meeting shall constitute a quorum. A count of the shares represented in person or by proxy at this meeting indicates that the holders of a majority of the shares of stock outstanding and entitled to vote are present in person or by proxy, and thereby represent a quorum present for the conduct of business.

Since the count indicates that a quorum is present, I declare that the meeting is duly convened and open for business. As set forth in the Notice of the Meeting, we have 4 items of business to address today. The first item of business is to -- is the election of 6 directors. Our bylaws provide that directors are to be elected at each annual meeting of stockholders. The affirmative vote of the majority of all the votes cast at this meeting is sufficient to elect a director. This means that 6 nominees receiving the most votes will be elected as directors. The terms of office of the directors elected at this meeting will extend to the 2022 Annual Meeting of Stockholders and until their successors are elected and qualified. The company's Board of Directors has nominated the following individuals to stand for election as directors: Cornelia Cheng, Boyd Hendrickson, James Pieczynski, Devra Shapiro, Wendy Simpson and Dr. Timothy Triche. These are the only nominees for election as directors who have been nominated in accordance with our bylaws. No additional nominations may be made at this time, so I declare the nominations to be closed. The Board of Directors recommends you vote for each of these nominee-directors. As set forth in the Notice of the Meeting, the second item of business to discuss today is to approve the 2021 Equity Participation Plan of LTC Properties, Inc., which -- under which 1,900,000 shares of the company's common stock will be reserved for issuance under this plan. The affirmative vote of at least a majority of all the votes cast at this meeting is required to approve the 2021 Equity Participation Plan. As set forth in the Notice of the Meeting, the third item of business to address today is the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for LTC Properties, Inc. for the fiscal year ended December 31, 2021. The affirmative vote of at least a majority of all votes cast at the meeting is required for the ratification of the appointment of Ernst & Young LLP as our company's independent registered public accounting firm for the fiscal year ended December 31, 2021. The Board of Directors recommends you vote for approval of this proposal. As set forth in the Notice of the Meeting, the fourth item of business to address today is the approval on an advisory basis of the compensation of the company's named executive directors. The Dodd-Frank Act requires that we provide our stockholders with the opportunity to vote to approve, on a nonbinding advisory basis, the compensation named executive officers. This proposal is commonly known as say-on-pay proposal. Specifically, stockholders are being asked to vote on the following resolution: Resolved, that the stockholders of LTC Properties, Inc. approve, on an advisory basis, the compensation of the named executive officers as disclosed in LTC Properties, Inc.'s Proxy Statement for the 2021 Annual Meeting of the Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation, discussion and analysis, the summary compensation table and other related tables and disclosure. The polls are now open. If you have not already voted and would like to vote now, you may do so by clicking on the Vote button on the bottom right of your screen. As a reminder, if you've previously voted by proxy, you do not need to vote today unless you wish to change your vote. The inspector of elections will include shares voted at the virtual annual meeting in the final total of the outstanding ballots. [Voting]

Seeing that any and all ballots have been counted, I declare the polls closed. I will now ask the secretary to please present the preliminary report of the inspector of elections tabulating the results of the votes cast. The final tabulation will be completed after the meeting and be attached to the minutes. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting.

With respect to the election of the directors, the inspector of election has completed the tally of the votes and the results indicate that Ms. Simpson, Ms. Shapiro, Ms. Cheng and Misters Hendrickson, Pieczynski and Triche have each received a majority of the votes cast by the stockholders for the election of directors. I hereby declare that Ms. Simpson, Ms. Shapiro, Ms. Cheng and Misters Hendrickson, Pieczynski and Triche have been elected as directors of the company to serve until the 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified. With respect to the approval of the 2021 Equity Participation Plan, the inspector of election has completed the tally of the votes and the results indicate that the proposal has received the affirmative vote of at least a majority of the votes cast by the stockholders at this meeting. I hereby declare that the 2021 Equity Participation Plan has been approved by the stockholders. With respect to the proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for LTC Properties, Inc., the inspector of election has completed the tally of the votes and the results indicate that this proposal has received the affirmative vote of at least a majority of the votes cast by the stockholders at this meeting. I hereby declare that this proposal has been approved by the stockholders. With respect to the nonbinding advisory say-on-pay proposal, the inspector of election has completed the tally of the votes and the results indicate that the proposal has received over 26 million votes for and approximately 1 million votes against. This proposal, therefore, has received at least a majority of the votes cast by the stockholders at this meeting.

I will now open the floor to address any stockholder questions. Questions can be made by -- asked -- questions can be asked by clicking on the Q&A button at the bottom right of your screen. We have one question so far from a stalwart shareholder. Hi, [ Joe ]. We have discussed on our quarterly calls about the pandemic and how it has affected our company, how it has affected most seriously our operators. We have always been relatively, conservatively, a financed company, [ Joe ], so we really don't have any financial issues relative to debt coverage or debt repayment issues. We're providing support for our operators who need it. We're very grateful that the government has supplied a lot of cash into the skilled nursing area and an amount of good cash into the assisted living. We hope more assisted living will get additional funds that have been allocated but have not been paid out. So we do believe we're in a recovery area. We haven't been able to, and I won't on this call, say we expect it to be back to normal this year or next year or when it will be. But our operators have renewed strength. We have operators who have the most amazing group of employees who have been stalwart and fearless and take care of their residents. So there's nothing else special that I can tell you about how the pandemic has affected us. And you asked something about 36 properties that are being leased. We don't have...

We had -- and this was Brookdale, which we have the...

Oh, Brookdale.

Which we had a lease renewal this year and we have extended that for a 1-year term, which will go through December 31, 2022, and Brookdale's renewal option opens up in January 1, 2022. And there was one other building that was up for renewal this year. We talked about that on our earnings call. It's a skilled nursing building, and that building is under contract for sale, which should close in the second quarter. So that would be the totality of our lease renewals during this year.

We have 2 questions about the dividend. And I mentioned on our call just a few weeks ago for our first quarter, we have always maintained a conservative dividend payout ratio. So we were around 79% of FAD, which in effect in any other industry would be cash flow. We are going to exceed that 70% payout ratio this year. But we are not currently looking at changing the dividend in any manner up or down at this point. Are lawsuits expected -- we have a question about lawsuits resulting from the COVID-19. Before the election, when the Republicans controlled the Senate, there was a lot of support for us to have a tort reform type of thing, immunity. It hasn't been able to pass on a national level, but many, many states are providing for some immunity relative to lawsuits coming out of COVID. We haven't seen a lot of activity. We haven't heard of a lot of activity. Our operators haven't reported an additional amount of activity. So I think we'll find out when it's a little quieter out there. But we're very positive about the states who have provided some coverage. No other questions? We have no other questions. So if there is no further business to come before this meeting, a motion to adjourn is in order.

Madam Chairman, I move that the meeting be adjourned.

Madam Chairman, I second the motion.

Those in favor, please signify by saying aye.

Aye.

Aye.

Aye.

Those opposed -- this meeting is adjourned. Thank you all for being shareholders and spending time to listen to our meeting.