Additional Proxy Materials, NHI Press Release, May 5

‌UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101) SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [ x ]

Filed by a Party other than the Registrant [ ] Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement

[ x ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to §240.14a-12

National Health Investors, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ x ] No fee required.

[ ] Fee paid previously with preliminary materials.

[ ] Fee computed on table in exhibit required by Item 25 (b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

‌Leading Proxy Advisory Firm Egan-Jones Recommends Stockholders Vote "FOR" All National Health Investors' Director Nominees

In its Report, Egan Jones concludes: "…NHI has taken substantial steps to address governance concerns on the board, especially with regards to the NHC lease negotiation. In our view, many of (dissident group Land & Buildings) L&B's claims have been misleading to shareholders."

MURFREESBORO, Tenn.-- (May 5, 2025) -- National Health Investors, Inc. (NYSE:NHI) ("NHI" or "the Company")today announced that leading proxy advisory firm Egan-Jones has recommended that stockholders vote on the WHITEproxy card "FOR" ONLYNHI's director nominees - Candice W. Todd, Robert W. Chapin, Jr., James R. Jobe and Robert G. Adams - in connection with its May 21, 2025 Annual Meeting of Stockholders (the "Annual Meeting").

In summarizing its position, Egan-Jones stated:

• "NHI has taken several steps to enact better governance reforms, including appointing new independent members, creating a special committee to negotiate the NHC lease, and putting a proposal on the 2025 ballot to declassify the board."

• "We do not see a compelling reason to alter the composition of the current board. On the contrary, doing so could disrupt NHI's strategic direction and potentially hinder value creation."

• "In 2024, the Company revised its stock ownership guidelines to require that non-employee directors own at least three times their annual cash retainer and for covered executive officers to own three times their annual base salary. These new stock ownership guidelines will give these directors and executives a personal interest and stake in the company."

• "Given the industry and market headwinds facing REITs, we believe that NHI has performed reasonably well relative to its peers.

• Egan-Jones therefore recommends that shareholders vote "FOR" Company nominees Candice W. Todd, Robert W. Chapin, Jr., James R. Jobe, and Robert G. Adams and WITHHOLD from L&B nominees Adam Troso and James Hoffmann.

NHI issued the following statement:

"We are pleased that Egan-Jones recommends that stockholders vote "FOR" all our Director nominees at the upcoming Annual Meeting. We believe that Egan-Jones' recommendation underscores the momentum that NHI has created through significant strategic operational and financial decisions over the last several years and that Land & Buildings has proposed no substantive ideas to enhance value creation. Our decisive actions have put the Company in an excellent position to generate strong shareholder returns and the NHI Board nominees are, in our view, the best qualified individuals to execute our vision."

The May 21, 2025, Annual Meeting is fast approaching, and it's important to vote as soon as possible. The Company urges stockholders to vote "FOR" NHI's director nominees, Candice W. Todd, Robert W. Chapin, Jr., James R. Jobe, and Robert G. Adams, on the WHITEproxy card to protect NHI's future and your investment.

For more information on how to protect the value of your investment at NHI, visit https://nhireit.com.

About National Health Investors

Incorporated in 1991, National Health Investors, Inc. (NYSE: NHI) is a real estate investment trust specializing in sale, leasebacks, joint-ventures, senior housing operating partnerships, and mortgage and mezzanine financing of need-driven and discretionary senior housing and medical investments. NHI's portfolio consists of independent living, assisted living and memory care communities, entrance-fee retirement communities, skilled nursing facilities, and specialty hospitals. For more information, visit https://www.nhireit.com.

Forward-Looking Statements

This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding the Company's, tenants', operators', borrowers' or managers' expected future financial position, results of operations, cash flows, funds from operations, dividend and dividend plans, financing opportunities and plans, capital market transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, acquisition integration, growth opportunities, expected lease income, continued qualification as a REIT, plans and objectives of management for future operations, continued performance improvements, ability to service and refinance our debt obligations, ability to finance growth opportunities, and similar statements including, without limitation, those containing words such as "may", "will", "should", "believes", "anticipates", "expects", "intends", "estimates", "plans", "projects", "likely" and other similar expressions are forward-looking statements.

Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. Such risks and uncertainties include, among other things; the operating success of our tenants, managers and borrowers for collection of our lease and interest income; the risk that our tenants, managers and borrowers may become subject to bankruptcy or insolvency proceedings; risks related to the concentration of a significant percentage of our portfolio to a small number of tenants; risks associated with pandemics, epidemics or outbreaks on our operators' business and results of operations; risks related to governmental regulations and payors, principally Medicare and Medicaid, and the effect that changes to laws, regulations and reimbursement rates would have on our tenants' and borrowers' business; the risk that the cash flows of our tenants, managers and borrowers may be adversely affected by increased liability claims and liability insurance costs; the risk that we may not be fully indemnified by our tenants, managers and borrowers against future litigation; the success of property development and construction activities, which may fail to achieve the operating results we expect; the risk that the illiquidity of real estate investments could impede our ability to respond to adverse changes in the performance of our properties; risks associated with our investments in unconsolidated entities, including our lack of sole decision-making authority and our reliance on the financial condition of other interests; risks related to our joint venture investment with Life Care Services for Timber Ridge; inflation and increased interest rates; adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults, or non-performance by financial institutions; operational risks with respect to our SHOP structured communities, risks related to our ability to maintain the privacy and security of Company information; risks related to environmental laws and the costs associated with liabilities related to hazardous substances; the risk of damage from catastrophic weather and other natural or man-made disasters and the physical effects of climate change; the success of our future acquisitions and investments; our ability to reinvest cash in real estate investments in a timely manner and on acceptable terms; competition for acquisitions may result in increased prices for properties; our ability to retain our management team and other personnel and attract suitable replacements should any such personnel leave; the risk that our assets may be subject to impairment charges; our ability to raise capital through equity sales is dependent, in part, on the market price of our common stock, and our failure to meet market expectations with respect to our business, or other factors we do not control, could negatively impact such market price and availability of equity capital; the potential need to refinance existing debt or incur additional debt in the future, which may not be available on terms acceptable to us; our ability to meet covenants related to our indebtedness which impose certain operational limitations and a breach of those covenants could materially adversely affect our financial condition and results of operations; downgrades in our credit ratings could have a material adverse effect on our cost and availability of capital; we rely on external sources of capital to fund future capital needs, and if we encounter difficulty in obtaining such capital, we may not be able to make future investments necessary to grow our business or meet maturing commitments; our dependence on revenues derived mainly from fixed rate investments in real estate assets, while a portion of our debt bears interest at variable rates; our ability to pay dividends in the future; legislative, regulatory, or administrative changes; and our dependence on the ability to continue to qualify for taxation as a real estate investment trust and other risks which are described under the heading "Risk Factors" in Item 1A in our Form 10-K for the year ended December 31, 2024. Many of these factors are beyond the control of the Company and its management. The Company assumes no obligation to update any of the foregoing or any other forward looking statements, except as required by law, and these statements speak only as of the date on which they are made. Investors are urged to carefully review and consider the various disclosures made by NHI in its periodic reports filed with the Securities and Exchange Commission, including the risk factors and other information in the above referenced Form 10-K. Copies of these filings are available at no cost on the SEC's web site at https://www.sec.gov or on NHI's web site at https://www.nhireit.com.

Important Additional Information Regarding Proxy Solicitation

NHI has filed a definitive proxy statement and WHITE proxy card (the "Proxy Statement") with the SEC in connection with the solicitation of proxies for the Company's Annual Meeting. The Company, its directors and certain of its executive officers will be participants in the solicitation of proxies from stockholders in respect of the Annual Meeting. Information regarding the names of the Company's directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Proxy Statement. To the extent holdings of such participants in the Company's securities have changed since the amounts described in the Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information can also be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025. Details concerning the nominees of the Company's Board of Directors for election at the Annual Meeting are included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO BECAUSE THEY WILL CONTAIN IMPORTANT

INFORMATION. These documents, including the definitive Proxy Statement (and any amendments or supplements thereto) and other documents filed by the Company with the SEC, are available for no charge at the SEC's website at https://www.sec.gov and at the Company's investor relations website at https://investors.nhireit.com

Contact: Dana Hambly, Vice President, Finance and Investor Relations Phone: (615) 890-9100

Attachments

• Original document
• Permalink

Disclaimer

National Health Investors Inc. published this content on May 06, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 06, 2025 at 04:12 UTC.