Good afternoon, ladies and gentlemen. Welcome to the annual meeting of stockholders of LTC Properties, Inc., a Maryland corporation. My name is Wendy Simpson, Executive Chairman of the Board of LTC Properties, 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. Pacific Time, the time set for the start of this annual meeting of stockholders, and I call this meeting to order. I would like to introduce to you LTC's directors and nominees, Dr. Timothy Triche, our Lead Director, Cornelia Cheng, David Gruber, Jeffrey Hawken, and Bradley J. Preber. Acknowledge LTC's senior management team, Pam Kessler, Co-President and Co-CEO, Clint Malin, Co-President and Co-CEO, Cece Chikhale, EVP, CFO, Treasurer, and Corporate Secretary, David Boitano, EVP and CIO, and Gibson Satterwhite, EVP, Asset Management.
I would also like to thank other senior leaders of the company who are in attendance. Also attending this meeting is Jim McCauley of Ernst & Young, our independent auditors. Although Ernst & Young has indicated that it does not wish to make a statement, Mr. McCauley is available to respond to appropriate questions during the general question and answer period. The Board of Directors has appointed Leah Grant of Broadridge Shareholder Services, the company's transfer agent and registrar, as Inspector of Elections 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 call upon Ms. Cece Chikhale, who will act as Secretary of this meeting. Cece?
Madam Chairman, on March 23rd, 2026, the record date fixed by the board of directors for the meeting, there was 49,507,337 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. A count of the shares represented virtually 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 presented 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, and the polls for the meeting are open. As set forth in the notice of the meeting, we have three items of business to address today. The first item of business is the election of six directors. The company's Board of Directors has nominated the following individuals to stand for election as directors: Cornelia Cheng, David Gruber, Jeffrey Hawken, Bradley J. Preber, Wendy Simpson, and Dr. Timothy Triche. The Board of Directors recommends you vote for each of the nominee directors. These are the only nominees for the election of 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.
As set forth in the notice of the meeting, the second item of business to address today is the approval on an advisory basis the compensation of the company's named executive officers. This proposal is commonly known as say-on-pay proposal. Specifically, stockholders are being asked to vote on the following resolution. The board of directors recommends you vote for the approval of this proposal. Resolved, 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 2026 annual meeting of stockholders pursuant to the compensation disclosures rules in the Securities and Exchange Commission, including the compensation discussion and analysis, the summary compensation table, and other related tables and disclosures.
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, 2026. The Board of Directors recommends you vote for approval of this proposal. The polls will be closing shortly. 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 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 outstanding ballots.
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 results will be completed after the meeting and will 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 four business days of this meeting.
With respect to the election of the directors, the results indicate that a majority of the votes were cast for each of the nominees, and as a result, each of the nominees have been elected as director of the company. With respect to the non-binding advisory say-on-pay proposal, the results indicate that a majority of the votes were cast for the proposal. With respect to the proposal ratifying the appointment of Ernst & Young LLP as the independent registered public accountant firm for LTC Properties, Inc., the results indicate a majority of the votes were cast for the proposal.
I will now open the floor to address any stockholder questions. Questions can be asked by clicking on the Q&A button on the bottom right of your screen. I think Joe. What's his question? Why did the EY fees rise? Oh. Thank you, Joe. I appreciate you coming. It's for our SHOP assets mostly. It's relative to the fact that they have to do special procedures at the operating level. As we're growing our SHOP platform, EY has to do special procedures as we're adding new operators. Their basic audit fee has not changed. It's the additional fees that we have to pay them for the additional work they have to do for our growth. Follow-up? No? Okay. 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. The meeting is adjourned.
That concludes our meeting today. Thank you for joining. You may now disconnect.