--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-065470" form_type: "8-K" ticker: "LTC" cik: "0000887905" company_name: "LTC PROPERTIES INC" filed_at: "2023-05-26T23:59:59+00:00" generated_at: "2026-06-14T13:49:14.564518+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # LTC Properties amends bylaws, adopts universal proxy rules; shareholders reelect directors ## Summary - Bylaws amended to incorporate SEC Rule 14a-19 universal proxy and require additional stockholder disclosures and proxy card color. - Advance notice deadline for stockholder nominations changed to 120-150 days before annual meeting anniversary. - All six director nominees elected; say-on-pay approved 26.5M for vs 1.4M against. - Shareholders ratified Ernst & Young as auditor for FY2023 (32.1M for, 1.2M against). - Advisory vote on executive compensation frequency set to every year following stockholder preference (27.1M for one year). ## SEC filing metadata - accession: 0001104659-23-065470 - form_type: 8-K - ticker: LTC - cik: 0000887905 - company_name: LTC PROPERTIES INC - filed_at: 2023-05-26T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/887905/000110465923065470/0001104659-23-065470-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/887905/000110465923065470/tm2317063d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-065470 - JSON: https://secwatch.observer/filing/0001104659-23-065470.json - Plain text: https://secwatch.observer/filing/0001104659-23-065470.txt ## Key facts - Governance Changes LTC PROPERTIES INC: Amended and restated Bylaws to revise advance notice provisions, incorporate universal proxy rule, change stockholder proposal deadlines, require exclusive use of white proxy card by board, and make other ministerial changes (effective 2023-05-24). - Change: bylaw amendment - Effective: 2023-05-24 source text: On May 24, 2023, the Board of Directors of LTC Properties, Inc. (“LTC” or the “Corporation”) approved an amendment and restatement of the Corporation’s Bylaws (as so amended and restated, the “Bylaws”), effective May 24, 2023, to among other things: · revise the advance notice provisions for stockholder nominations and proposals to require certain additional disclosures with respect to any such stockholder, the stockholder’s nominee(s) or proposal(s), and any other person related to the stockholder’s solicitation of proxies; · incorporate Rule 14a-19 (the universal proxy rule), recently promulgated by the U.S. Securities and Exchange Commission (the “SEC”), into the advance notice provisions applicable to stockholder nominations, including to add a requirement for the stockholder submitting a notice of nomination to make a representation as to whether the stockholder intends to solicit proxies in support of any nominee other than the Board of Directors’ nominee(s) in accordance with Ru evidence_url: https://www.sec.gov/Archives/edgar/data/887905/000110465923065470/0001104659-23-065470-index.htm - Shareholder Votes LTC PROPERTIES INC shareholders approved Election of six directors to serve on the Board of Directors for the ensuing year at the 2023-05-24 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-24 source text: 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: evidence_url: https://www.sec.gov/Archives/edgar/data/887905/000110465923065470/0001104659-23-065470-index.htm - Shareholder Votes LTC PROPERTIES INC shareholders approved Advisory approval of the compensation of the named executive officers at the 2023-05-24 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-24 source text: Proposal No. 3: Stockholders approved, on an advisory basis, the compensation of the named executive officers of LTC, based upon the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/887905/000110465923065470/0001104659-23-065470-index.htm - Shareholder Votes LTC PROPERTIES INC shareholders approved Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of LTC for fiscal 2023 at the 2023-05-24 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-24 source text: Proposal No. 2: Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of LTC for fiscal 2023, based upon the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/887905/000110465923065470/0001104659-23-065470-index.htm - Shareholder Votes LTC PROPERTIES INC shareholders approved Advisory vote on the frequency of future advisory votes on executive compensation at the 2023-05-24 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-24 source text: Proposal No. 4: Stockholders indicated their preference for one year in the advisory vote on the frequency of future advisory votes on executive compensation, based upon the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/887905/000110465923065470/0001104659-23-065470-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.