8-K: Current report
Published on June 3, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report:
(Date of earliest event reported)
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of | (Commission file number) | (I.R.S. Employer | ||
| incorporation or organization) | Identification No) |
(Address of principal executive offices)
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(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) |
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| 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:
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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
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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 28, 2025, LTC held its 2025 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 | 30,723,003 | 429,048 | 52,436 | 5,769,950 | |||||
| David L. Gruber | 30,774,508 | 384,023 | 45,956 | 5,769,950 | |||||
| Jeffrey C. Hawken | 31,036,223 | 121,163 | 47,101 | 5,769,950 | |||||
| Bradley J. Preber | 30,739,774 | 420,193 | 44,520 | 5,769,950 | |||||
| Wendy L. Simpson | 30,354,957 | 803,042 | 46,488 | 5,769,950 | |||||
| Timothy J. Triche, M.D. | 29,132,884 | 1,999,871 | 71,732 | 5,769,950 |
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 | |||||||||||
| 29,547,653 | 1,525,296 | 131,538 | 5,769,950 | |||||||||||
Proposal No. 3: Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of LTC for fiscal 2025, based upon the following votes:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 35,420,641 | 1,472,901 | 80,895 | -0- | |||||||||||
Proposal No. 4: Stockholders approved the amendment and restatement of the Company’s Charter to increase the number of authorized shares of common stock from 60,000,000 to 110,000,000, based upon the following votes:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 35,237,302 | 1,528,051 | 209,084 | -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: June 3, 2025 | By: | /s/ CAROLINE CHIKHALE |
| Caroline Chikhale | ||
| Executive Vice President, Chief Financial Officer and Treasurer | ||