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LTC Properties (NYSE: LTC) 2026 holders back board, pay and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

LTC Properties, Inc. reported the results of its 2026 annual stockholder meeting held virtually on May 20, 2026. Stockholders elected six directors to serve for the next year, with support levels generally above 32 million votes for each nominee; for example, Cornelia Cheng received 32,478,949 votes for and 247,411 against.

Stockholders also approved, on an advisory basis, the compensation of LTC’s named executive officers, with 31,454,030 votes for and 1,228,903 against. In addition, they ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026, with 38,142,277 votes for and 1,191,990 against.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Cornelia Cheng 32,478,949 votes for Director election at 2026 annual meeting
Votes for advisory say-on-pay 31,454,030 votes for Executive compensation approval, Proposal No. 2
Votes against advisory say-on-pay 1,228,903 votes against Executive compensation approval, Proposal No. 2
Votes for auditor ratification 38,142,277 votes for Ratification of Ernst & Young LLP for fiscal 2026
Votes against auditor ratification 1,191,990 votes against Ratification of Ernst & Young LLP for fiscal 2026
Broker non-votes on Proposal 2 6,639,588 broker non-votes Advisory vote on executive compensation
Broker Non-Votes financial
"Broker Non-Votes | ------------------------------------------------------------------- 31,454,030 | | | 1,228,903 | | | 106,967 | | | 6,639,588 |"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory basis financial
"Stockholders approved, on an advisory basis, the compensation of the named executive officers"
independent registered public accounting firm financial
"ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of LTC for fiscal 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Stockholders financial
"LTC held its 2026 Annual Meeting of Stockholders virtually, via live webcast"
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FAQ

What did LTC (LTC) stockholders decide at the 2026 annual meeting?
Stockholders elected six directors, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as auditor for 2026. All three proposals received strong support in terms of votes cast in favor.

Were LTC (LTC) directors re-elected at the 2026 shareholder meeting?
Yes, six director nominees were elected to serve for the ensuing year. Each nominee received over 31 million votes for, with individual support levels detailed for Cornelia Cheng, David L. Gruber, Jeffrey C. Hawken, Bradley J. Preber, Wendy L. Simpson, and Timothy J. Triche.

How did LTC (LTC) stockholders vote on executive compensation in 2026?
Stockholders approved the compensation of LTC’s named executive officers on an advisory basis. The vote totals were 31,454,030 for, 1,228,903 against, and 106,967 abstentions, with 6,639,588 broker non-votes recorded on this proposal.

Which auditor did LTC (LTC) stockholders ratify for fiscal 2026?
Stockholders ratified Ernst & Young LLP as LTC’s independent registered public accounting firm for fiscal 2026. The ratification received 38,142,277 votes for, 1,191,990 against, and 95,221 abstentions, with no broker non-votes on this proposal.

Were there broker non-votes on LTC (LTC) 2026 director elections?
Yes, each director election showed 6,639,588 broker non-votes. Broker non-votes occur when brokers do not receive voting instructions on non-routine matters but may still count shares as present for quorum purposes at the meeting.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20459

 

 

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report:  May 20, 2026

(Date of earliest event reported)

 

LTC PROPERTIES, INC.

(Exact name of Registrant as specified in its charter)

 

Maryland   1-11314   71-0720518
(State or other jurisdiction of   (Commission file number)   (I.R.S. Employer
incorporation or organization)       Identification No)

 

3011 Townsgate Road, Suite 220

Westlake Village, CA 91361

(Address of principal executive offices)

 

(805) 981-8655

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common stock, $.01 par value   LTC   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

Item 5.07. — Submission of Matters to a Vote of Security Holders

 

On May 20, 2026, LTC held its 2026 Annual Meeting of Stockholders virtually, via live webcast. At the Annual Meeting, the following matters were considered and voted upon:

 

Proposal No. 1: Stockholders elected six directors to serve on the Board of Directors for the ensuing year and until the election and qualification of their respective successors, based upon the following votes:

 

Director Nominee  For   Against   Abstentions   Broker Non-Votes 
Cornelia Cheng  32,478,949   247,411   63,540   6,639,588 
David L. Gruber  32,591,576   146,564   51,760   6,639,588 
Jeffrey C. Hawken  32,395,204   329,919   64,777   6,639,588 
Bradley J. Preber  32,548,503   173,361   68,036   6,639,588 
Wendy L. Simpson  32,285,974   453,380   50,546   6,639,588 
Timothy J. Triche, M.D.  31,621,007   1,108,278   60,615   6,639,588 

 

Proposal No. 2: Stockholders approved, on an advisory basis, the compensation of the named executive officers of LTC, based upon the following votes:

 

For   Against   Abstentions   Broker Non-Votes 
31,454,030   1,228,903   106,967   6,639,588 

 

Proposal No. 3: Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of LTC for fiscal 2026, based upon the following votes:

 

For   Against   Abstentions   Broker Non-Votes 
38,142,277   1,191,990   95,221   -0- 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  LTC PROPERTIES, INC.
   
Dated: May 27, 2026 By: /s/ CAROLINE CHIKHALE
    Caroline Chikhale
    Executive Vice President, Chief Financial Officer
and Treasurer

 

 

 

Source: View Original Filing on SEC EDGAR

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