National Health Investors issues statement in response to ISS recommendation

National Health Investors (NHI) issued the following statement regarding a May 12 report by proxy advisory firm Institutional Shareholder Services: “We strongly disagree with ISS’ recommendation which we believe would disrupt the momentum that NHI, under the guidance of our Board, has created to capitalize on the significant growth opportunity in the senior housing industry and that has resulted in outperformance by NHI compared to our relevant peer group. Robert G. Adams and James R. Jobe possess the critical experience and skills that NHI needs right now and that are key to continuing to deliver superior shareholder returns. Importantly, neither of the Land & Buildings nominees have any operational experience in the senior housing industry with one L&B nominee working full-time for the past 13 years managing a family farm and the other L&B nominee managing a very small privately-held self storage company with only two facilities and who has never served on a public company board. We strongly believe that these are not the qualifications or experience that will drive the Company’s ability to continue to achieve meaningful growth and to continue delivering strong total shareholder return. Instead, we believe it is critical that NHI’s shareholders keep the current directors in place and not risk their investment. Despite their recommendation, ISS helpfully cites factors that we believe support the Board’s nominees, including our superior TSR and operational performance. Notably, the ISS report commends NHI on its outperformance of its relevant peer group and confirms that their recommendation is focused solely on seeking further governance improvements in addition to the numerous steps the Board has already taken, including adding 5 new independent directors in the past 5 years, proposing to declassify the Board and having all Board committees composed solely of independent directors. The report emphasizes that our TSR has outperformed the relevant peer group and index over the 1-year period and since our current CEO joined the Company. We acted early and decisively at the onset of the pandemic to aggressively optimize our portfolio, resulting in over $400 million of dispositions of underperforming assets at premium valuations. We believe the 1-year and “CEO Tenure” TSRs clearly reflect the benefits to our shareholders of this portfolio optimization and the strong position that NHI is in today to continue to generate long-term outperformance for our shareholders. We believe the market is rewarding the Company through a premium valuation which ISS correctly identifies in their analysis.”