UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.           )

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 10, 20141, 2017

The 20142017 Annual Meeting of Stockholders of LTC Properties, Inc. will be held on Tuesday,Thursday, June 10, 20141, 2017 at 9:5:00 a.m.p.m., local time, at the Hyatt Westlake Plaza, 880 S. Westlake Blvd., Westlake Village, CaliforniaCA 91361, to conduct the following items of business:

(1)

To elect six directors to serve on the Board of Directors for the ensuing year and until the election and qualification of their respective successors;



(2)

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2014;



(3)

To approve, on an advisory basis, the compensation of our named executive officers;



(4)

To transact such other business as may properly come before the meeting.

Only stockholders whose names appear of record on our books at the close of business onApril 15, 201417, 2017 are entitled to notice of, and to vote at, such 20142017 Annual Meeting or any adjournments of such 20142017 Annual Meeting.

Westlake Village, California

April 28, 201426, 2017

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 10, 2014—the Proxy Statement and the Annual Report are available at
http://www.astproxyportal.com/ast/26002/.

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LTC PROPERTIES, INC.

PROXY STATEMENT

Solicitation

This proxy statement is furnished to the stockholders of LTC Properties, Inc., a Maryland corporation (“LTC”), in connection with the solicitation of proxies by ourthe Board of Directors (“Board”) for use at our 20142017 Annual Meeting of Stockholders to be held on Tuesday,Thursday, June 10, 20141, 2017 at 9:5:00 a.m.p.m., local time, at the Hyatt Westlake Plaza, 880 S. Westlake Blvd., Westlake Village, CaliforniaCA 91361 and at any and all adjournments of our 20142017 Annual Meeting. The approximate date on which this proxy statement and the form of proxy are first being sent to our stockholders is April 28, 2014.26, 2017.

The cost of the solicitation of proxies will be borne by us. In addition to solicitation by mail, our directors and officers, without receiving any additional compensation, may solicit proxies personally, by telephone, by facsimile or electronically. We will request brokers, banks, and other nominees holding stock in their names for others to forward proxy materials to their customers or principals who are the beneficial owners of common shares and will reimburse them for their expenses in doing so. We have retained the services of Georgeson Shareholder, Inc.LLC for a fee of $8,000 plus out-of-pocketout‑of‑pocket expenses, to assist in the solicitation of proxies.

We will provide without charge to any person solicited hereby, upon the written request of any such person, a copy of our Annual Report on our Form 10-K10‑K for the year ended December 31, 20132016 filed with the Securities and Exchange Commission (or SEC)(“SEC”). Such requests should be directed to ourLTC Properties, Inc., Attn: Investor Relations, Department, at 2829 Townsgate Road, Suite 350, Westlake Village, CA 91361. Also, ourOur Annual Report also is available on our website at www.LTCproperties.com.www.LTCreit.com. We are not including the information contained on our website as part of, or incorporating it by reference into, this proxy statement.

Voting Rights

At the close of business on April 15, 2014,17, 2017, there were 34,817,38539,573,448 shares of common stock outstanding and eligible for voting at the 20142017 Annual Meeting. Only stockholders of record at the close of business on April 15, 2014,17, 2017, are entitled to notice of, and to vote at, the 20142017 Annual Meeting. The presence, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast constitutes a quorum for the transaction of business at the 20142017 Annual Meeting.

Voting of Proxy

You may vote by attending the 20142017 Annual Meeting and voting in person, or you may vote by submitting a proxy. The method of voting by proxy differs depending on whether (1) you are viewing this proxy statement on the internet or receiving a paper copy, and (2) you hold your shares as a record holder or in "street name".“street name.”

If you are the record holder of your stock and you are receiving a paper copy of this proxy statement, you may vote by completing, dating and signing the proxy card that was included with the proxy statement and promptly returning it in the pre-addressed,pre‑addressed, postage paid envelope provided to you. If you do not have a postage-prepaidpostage‑prepaid envelope, please mail your completed proxy card to the following address: American Stock Transfer and Trust Company, Proxy Department, 6201 15th Avenue, Brooklyn, NY 11219.

If you hold your shares of common stock in "street name",“street name,” you will receive instructions from your broker, bank or other nominee on how to vote your shares. Your broker, bank or other nominee may allow you to deliver your voting instructions via the internet and may also permit you to submit your voting instructions by telephone. Please note that, if you hold your shares in "street name"“street name” and you

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wish to vote in person at the 20142017 Annual Meeting, you must obtain and present a proxy card issued in your name from your broker, bank or other nominee.

Broker Non-Votes
Non‑Votes

If you are a "street name"“street name” beneficial owner whose shares are held of record by a broker, the rules of the New York Stock Exchange (or NYSE)(“NYSE”) require your broker to ask you for instructions on how to vote. If you do not provide voting instructions to your broker, then your broker may only exercise discretionary authority to vote on routine matters. Of the items described in this proxy statement, routine matters consist only of Proposal 2 ratification of independent registered public accounting firm. Your broker may not exercise discretionary authority to vote on non-routine matters. This lack of discretionary authority is called a "broker“broker non-vote."” Of the items described in this proxy statement, non-routine matters consist of Proposal 1 election of directors, and Proposal 3 advisory vote to approve named executive officer compensation, and Proposal 4 advisory vote on the frequency of advisory vote on executive compensation. The effect of broker non-votes is set forth in the description of each item in this proxy statement. Despite limitations impacting broker non-votes, your broker can register your shares as being present at the 20142017 Annual Meeting for purposes of determining the presence of a quorum.

Majority Voting

The Bylaws of our company provide for a majority voting standard for the election of directors. Under this voting standard, once a quorum has been established with respect to an election that is not contested, directors are elected by a majority of the votes cast. This means that the number of shares voted for a director nominee must exceed the number of shares voted against that director nominee. Abstentions and broker non‑votes are not counted as a vote cast either for or against a director nominee. If a director standing for reelection is not elected by the requisite majority of the votes cast in an uncontested election, that director must tender his or her resignation, subject to acceptance by the Board. The Nominating and Corporate Governance Committee will then make a recommendation to the Board as to whether to accept or reject the tendered resignation or whether other action should be taken. Within 90 days of certification of the stockholder vote, the Board will publicly disclose its decision and rationale regarding whether it accepted or rejected the resignation or describe what other action it took in response to the tendered resignation. In a contested election, where the number of nominees exceeds the number of directors to be elected, directors will be elected by a plurality of the votes cast. The election of directors at the 2017 Annual Meeting is uncontested and, therefore, the majority voting standard will apply.

Board of Director'sDirectors’ Recommendations

The Board of Directors'Directors’ recommendations are set forth together with the description of each item in this proxy statement. In summary, the Board of Directors recommends a vote:

•

For the election of each of the Board of Directors' nominees for director;



•

For the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2014;



•

For the approval of the compensation of our named executive officers, as disclosed in this proxy statement; and

Revocability of Proxy

The giving of a proxy does not preclude the right to revoke the proxy or vote in person should the stockholder giving the proxy so desire.

If you are a stockholder of record, you have the power to revoke your proxy at any time prior to its exercise by: (a) delivering a written statement to our Investor Relations Department that the proxy is revoked; (b) by delivering to us

a later-datedlater‑dated proxy executed by the person executing the prior proxy; or (c) by attending the 20142017 Annual Meeting and voting in person.

If you hold your shares in "street name"“street name” through a broker, bank or other nominee, you may change your vote by submitting new voting instructions to your broker, bank or other nominee. Please note that voting in person at the 20142017 Annual Meeting will only act to revoke prior voting instructions if you have obtained and present a proxy card issued in your name from your broker, bank or other nominee.

ALL STOCKHOLDERS ARE URGED TO VOTE AS PROMPTLY AS POSSIBLE VIA (A) THE INTERNET OR TELEPHONE, IF AND AS INSTRUCTED BY YOUR BROKER OR OTHER NOMINEE, OR (B) IF THIS PROXY STATEMENT WAS MAILED TO YOU, BY COMPLETING, DATING AND SIGNING THE ENCLOSED PROXY CARD AND MAILING IT IN THE ACCOMPANYING POSTAGE PAID ENVELOPE.

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

Code of Ethics

LTC Properties, Inc. (or LTC) is committed to having sound corporate governance principles. To that end, we have adopted a Code of Business Conduct and Ethics applicable to ourthe members of the Board of Directors and all of the company’s employees, including the principal executive officer, principal financial officer, principal accounting officer or controller, and other officers and employees.persons providing similar functions. Our Code of Business Conduct and Ethics is available on our website (www.LTCproperties.com).at www.LTCreit.com. If we amend or waive the Code of Business Conduct and Ethics with respect to any of our directors principalor executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions,officers, we will post the amendment or waiver on our website.

Corporate Governance Guidelines

To guide us in director independence and other governance matters, we have adopted Corporate Governance Guidelines as required by the NYSE listing standards of the NYSE.standards. The matters addressed in our Corporate Governance Guidelines include Board composition, Board meetings, Board committees, management responsibility, and stock ownership guidelines. A copy of our Corporate Governance Guidelines is available on our website at www.LTCproperties.com.www.LTCreit.com.

Board Structure and Committee Composition

The business of LTC is managedconducted under the direction of the Board of Directors, (or Board), which is elected by our stockholders. The basic responsibility of the Board is to lead our company by exercising its business judgment to act in what each director reasonably believes to be the best interests of our company and its stockholders. Leadership is important to facilitate the Board acting effectively as a working group so that our company and its performance may benefit. Our Corporate Governance Guidelines contemplate that the Chief Executive Officer shall be nominated annually to serve on the Board.

Our Boardcompany currently combines the positions of Chairman of the Board and Chief Executive Officer. Separation of the positions of Chairman and Chief Executive Officer is not mandated by our company's articles, bylaws,company’s Articles, Bylaws, or Corporate Governance Guidelines. The Board believes that the advisability of having a separate or combined Chairman and Chief Executive Officer is dependent upon the strength(s)strengths of the individual(s) holding these positions. Ms.Wendy L. Simpson, our Chairman and Chief Executive Officer, has served as a senior executive officer and director of our company for more than a decade. She has a deep understanding of our company'scompany’s historical and current business and financial operations and is able to lead the Board in anticipating and responding to key company developments, challenges, and opportunities. At this time, theThe Board believes that combining the Chairman and Chief Executive Officer and Chairman positions provides our company with the right foundation to pursue strategic and operational objectives, while maintaining effective oversight and objective evaluation of the performance of our company. Ms. Simpson does not serve on any outside boards of directors other than LTC, so that she is able to devote her full attention to our company.

Aside from Ms. Simpson, all members of ourthe Board are independent directors. Our Corporate Governance Guidelines provide that one independent director may be appointed lead independent director. Currently, Mr.Boyd W. Hendrickson is the lead independent director. Particularly given that our Boardcompany combines the positions of Chairman and Chief Executive Officer, the lead independent director serves an important role in our leadership structure. The positionBoard has adopted a Lead Independent Director Charter governing the responsibilities and duties of the lead independent director. A copy of our Lead Independent Director Charter is available on our website at www.LTCreit.com. As set forth in the Lead Independent Director Charter, the lead independent director enhancesposition serves to enhance Board effectiveness, by serving

oversee Board matters, and act as a liaison between the independent directors and the Chairman, and by ensuringChairman. The lead independent director position also serves to ensure the independent directors have adequate resources in making decisions. The lead independent director is empowered to approve meeting agendas, meeting schedules and information sent to the Board. The lead independent director also has the authority to call meetings of the independent directors and presides at executive sessions of the independent directors.

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        Effective March 1, 2014, ourThe Board elected James J. Pieczynski asannually conducts a new memberself‑evaluation to determine whether it and its committees are functioning effectively. This annual performance evaluation is a component of our Board of Directors. As a result, our total number of directors increased from fiveCorporate Governance Guidelines. The evaluation includes discussions to six and total independent directors increased from fourdetermine what, if any, actions should be taken to five.improve the Board’s effectiveness.

        OurThe Board has the following three committees: (1) Audit; (2) Compensation; and (3) Nominating and Corporate Governance. The function of each of the committeescommittee and the membership of the committees currently and during the last year are described below. Each of the committeescommittee operates under a written charter adopted by the Board. All of the committee charters are available on our website (www.LTCproperties.com).at www.LTCreit.com.

        During fiscal 2013, theThe Board held five meetings.six meetings in 2016. Each Board member attended 100% of Board and Committee meetings in 2013.2016. Our policy is to schedule our annual meeting of stockholders after consulting with each director regarding their availability to help ensure their ability to attend. All Board members attended our 20132016 Annual Meeting of Stockholders.

The following table reflects the current composition of each committee:

+ Lead Independent Director

* Member

• Chairman

Audit Committee

The Audit Committee has oversight of all compliance related to financial matters, SEC reporting and auditing. The "ReportReport of the Audit Committee of the Board of Directors"Directors is contained herein on page 22.37 of this proxy statement. The Audit Committee Charter is available on our website (www.LTCproperties.com).at www.LTCreit.com. The Audit Committee met fivesix times during 2013.in 2016.

The Board has determined that each member of the Audit Committee is independent within the meaning of the Securities Exchange Act of 1934, as amended (or (“Exchange Act)Act”), and theNYSE listing standards of the NYSE.standards. The Board also has determined that Ms. Shapiro the current chair of the Audit Committee, Mr. King, and Mr. Pieczynski each qualify as an "audit“audit committee financial expert"expert” as defined by SEC rules and that they each have accounting and related financial management expertise within the meaning of theNYSE listing standards of the NYSE.standards. Ms. Shapiro has servedserves as Chairman of the Audit Committee since May 2013. Prior to May 2013, Mr. Kingand served as Chairman of the Audit Committee.in that role throughout 2016.

Compensation Committee

The Compensation Committee is responsible for overseeing, reviewing, and administering our compensation and benefit practices. The Compensation Committee oversees our general compensation policies, reviews and approves compensation of our executive officers and administers all of our employee benefit plans. The Compensation Committee Charter is available on our website (www.LTCproperties.com).at www.LTCreit.com. The Compensation Committee met fourthree times during 2013.

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The Board has determined that each member of the Compensation Committee is independent within the meaning of theNYSE listing standards of the NYSE.standards. Dr. Triche serves as Chairman of the Compensation Committee and served in that role throughout 2013.2016.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for (i) identifying, screening and reviewing individuals qualified to serve as directors and recommending to the Board candidates for nomination for election at our Annual Meeting of Stockholders or to fill Board vacancies; (ii) overseeing our policies and procedures for the receipt of stockholder suggestions regarding Board composition and recommendations of candidates for nomination by the Board; (iii) developing, recommending to the Board and overseeing implementation of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics; and (iv) reviewing on a regular basis our overall corporate governance guidelines and recommending improvements when necessary. The Nominating and Corporate Governance Committee Charter is available on our website (www.LTCproperties.com).at www.LTCreit.com. The Nominating and Corporate Governance Committee met once during 2013.three times in 2016.

The Board has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of theNYSE listing standards of the NYSE.standards. Mr. Pieczynski has servedserves as Chairman of the Nominating and Corporate Governance Committee since April 2014. Previously since May 2013, Mr. Kingand served as Chairman of the Nominating and Corporate Governance Committee. Prior to May 2013, Ms Shapiro served as Chairman of the Nominating and Corporate Governance Committee.in that role throughout 2016.

Communications with the Board

Stockholders and all other parties interested in contacting the Board, its committees, the independent directors as a group, the presidinglead independent director, or individual directors may send written correspondence to the Audit Committee Chairman of LTC Properties, Inc. at 2829 Townsgate Road, Suite 350, Westlake Village, California 91361. All such communications will be forwarded to the relevant director(s), except for solicitations or other matters unrelated to our company.

Consideration of Director Nominees

The Board is responsible for the selection of candidates for the nomination or appointment of all Board members. The Nominating and Corporate Governance Committee, in consultation with the Chief Executive Officer, recommends candidates for election to ourthe Board and considers recommendations for Board candidates submitted by stockholders using the same criteria it applies to recommendations from Nominating and Corporate Governance Committee members, directors and members of management. The Nominating and Corporate Governance Committee will also consider whether to nominate any person nominated by a stockholder pursuant to the provisions of our company’s Bylaws relating to stockholder nominations as described immediately below. Since 2013,2016, there have been no material changes to the procedures by which stockholders may recommend nominees. Stockholders may submit recommendations in writing addressed to the Nominating and Corporate Governance Committee, LTC Properties, Inc., 2829 Townsgate Road, Suite 350, Westlake Village, CA 91361.

Stockholders may directly nominate persons for director only by complying with the procedure set forth in our company’s Bylaws, which in summary requires that the stockholder submit the names of such persons in writing to our Corporate Secretary not less than 60 days nor more than 150 days prior to the first anniversary of the date of the preceding year'syear’s Annual Meeting. The nominations must set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director and as to the stockholder giving the notice (a) the name, age, business address and residence address of such person, (b) the principal occupation or employment of such person, (c) the class and number of

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shares of our capital stock which are beneficially owned by such person on the date of such stockholder notice, (d) such nominee'snominee’s consent to serve as a director if elected and (ii) as to the stockholder giving the notice (a) the name and address, as they appear on our books, of such stockholder to be supporting such nominees and (b) the class and number of shares of our capital stock which are beneficially owned by such stockholder on the date of such stockholder notice and by any other stockholders known by such stockholder to be supporting such nominees on the date of such stockholder notice.

Once a prospective nominee has been identified, by either the Nominating and Corporate Governance Committee or proposed by the stockholders,a stockholder, the Nominating and Corporate Governance Committee makes an initial determination as to whether to conduct a full evaluation of the prospective candidate. This initial determination would include whatever information is provided with the recommendation of the prospective candidate and the Nominating and Corporate Governance Committee'sCommittee’s own knowledge of the prospective candidate. The Nominating and Corporate Governance Committee may make inquiries of the person making the recommendation or of others regarding the qualifications of the prospective candidate. The preliminary determination is based primarily on the need for additional

Board members to fill vacancies or expand the size of the Board. The Board'sBoard’s policy is to encourage selection of directors who will contribute to our overall corporate goals and to the discharge of the Board'sBoard’s responsibility to our stockholders. The Nominating and Corporate Governance Committee may, at the request of the Board from time to time, review the appropriate skills and characteristics required of Board members in the context of the current makeup of the Board. Board members are expected to prepare for, attend and participate in meetings of the Board and the committees on which they serve; therefore, a prospective candidate must have the ability to dedicate sufficient time, energy and attention to the diligent performance of his or her duties as a Board member.

The Nominating and Corporate Governance Committee may conduct interviews with prospective nominees in person or by telephone. After completing the evaluation and interviews, the Nominating and Corporate Governance Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee does not have a specific policy with regard to the consideration of diversity in identifying director nominees. As part of its periodic review of the composition of the Board, the Nominating and Corporate Governance Committee considers whether the composition of the Board reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity, and other desired qualities. The Nominating and Corporate Governance Committee does not have formal objective criteria for determining the amount of diversity needed or present on the Board. Instead, the Nominating and Corporate Governance Committee seeks to have a Board with a diversity of background and experience.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of our company.

To our knowledge, based solely on review of the copies of such reports and written representations that no other reports were required, duringfor the year ended December 31, 20132016 all directors, executive officers and persons who beneficially own more than 10% of our common stock have complied with the reporting requirements of Section 16(a); except that one report, covering one transaction, was filed late for Mr. King..

PROPOSAL 1

ELECTION OF DIRECTORS

        SixFive directors will be elected at the 20142017 Annual Meeting of Stockholders. Each person elected as director will hold office until the 20152018 Annual Meeting of Stockholders and, in each case, until their respective successors have been duly elected and qualified.

In accordance with the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated Boyd W. Hendrickson, James J. Pieczynski, Devra G. Shapiro, Wendy L. Simpson, and Timothy J. Triche for election as director. Each nominee listed below is currently a director of our company. The names of the sixfive director nominees, their business experience, and specific qualifications, attributes, or skills to serve as director, are set forth below:

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Source: SNL Financial

        In developing market levels of compensation PM&P supplemented data from the Peer REITs with data from selected compensation surveys to develop estimated market levels for the company's executives. The compensation surveys included real estate industry surveys as well as additional general industry surveys. Among the compensation surveys, positions were matched to organizations of similar revenue or asset size.

        PM&PCook compared the Company's 2013our company’s total direct compensation (base salary, annual and long-termlong‑term incentives) for each executive position against the market compensation levels for similar

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executives in the Peer Group andconsultant’s respective peer group. The review by Cook showed that the compensation surveys. The company's aggregatetarget total direct compensation opportunity of the named executive officers was somewhat below the 50th percentilemedian in 2015, and that it was slightly above the median following the addition of the market.

PSUs to the 2016 equity program. The Compensation Committee usedCook review of total compensation in 2016 showed that the resultsbase salary, target cash, target equity value, and target total compensation of our Chief Executive Officer was slightly below the median of the review to inform 2013 bonus determinations and 2014 compensation decisions.2016 peer group.

Executive Compensation Practices

Base Salaries

The named executive officers each have an employment agreement granting them the contractual right to receive a fixed base salary as described under “Employment Agreements” on page 26 of this proxy statement.

Base salaries are reviewed and adjusted by the Compensation Committee on an annual basis. We typically pay base salaries in cash at regular intervals throughout the year. The Compensation Committee seeks to ensure that the base salaries are established at levels considered appropriate in light of the responsibilities and duties of our executive officersexecutives as well as at levels which are competitive towith amounts paid to executive officersexecutives of other real estate investment trusts.trusts, including our peer group companies. In determining an individual executive'sexecutive’s actual base salary, the Compensation Committee also considers other factors, which may include the executive'sexecutive’s past performance and contributions to our success.

        Our named executive officers each have an employment agreement (see "Description of Employment Agreements" below) granting them the contractual right to receive a fixed base salary as disclosed in the "Summary Compensation Table" below.

Based on the recommendations received from the Chief Executive Officer (except with respect to the Chief Executive Officer'sOfficer’s own salary) and taking into account our company’s performance as well as the company's performance andfindings from the 2011 PM&PCook report, the Compensation Committee approved the following increases to base salaries for the named executive officers. Base salary increases were effective JuneJanuary 1, 2013.2016. The following table summarizes salary adjustments approved by the Compensation Committee for 2013.2016:

For 2014,2016, the Compensation Committee selected senior executives Ms. Simpson, Ms. Shelley-Kessler,Shelley‑Kessler and Mr. Malin will participateas participants in the Annual Cash Bonus Incentive Plan, with the following range of bonus opportunities:

        For 2014,Bonuses under the following2016 bonus program were earned based 50% on the financial performance measuresof our company and weightings will be utilized for50% on the plan:

•

Diluted Normalized FFO per share will determine 40%Compensation Committee’s subjective evaluation of the overall bonus;



•

New Investments will determine 10% of the overall bonus;both individual and



•

Subjective factors will determine 50% of the overall bonus.

        FFO, as defined by the National Association of Real Estate Investment Trusts (or NAREIT), means net income available to common stockholders and "Normalized FFO" adjusted for non-cash interest related to earn-out liabilities and non-recurring one-time items. The company's "Diluted Normalized FFO", including the means of calculating it, is disclosed in our annual earnings release. The Board may adjust the Diluted Normalized FFO component to reflect the pro forma impact of changes to the company's capital structure, strategic changes and other items, at the Board's discretion, that were not contemplated at the time of adoption of the Cash Bonus Incentive Plan.

        Threshold, target and stretch (maximum)company performance. Financial performance goals for 2014 have been established forwas measured using Diluted Normalized FFO per share and new investments. Sinceinvestments, with 40% of the target goals represent a significant increase relativebonus plan tied to our 2013 actual results for these metrics, the Compensation Committee believes the goalsFFO per share and 10% tied to be sufficiently challenging and difficult to achieve. Actual 2014 performance relative to the goals will determine the actual bonus amounts earned, with payouts interpolated for performance between threshold and target or between target and maximum.

new investments. The subjective component of the bonus includesin 2016 included factors such as individual performance, capital structure management, credit ratings, dividend growth and total stockholder return relative to peers. Performance achievement and payouts for the subjective component will beis determined at the discretion of the Compensation Committee. The factors used for qualitatively determining the score for the subjective factors are discussed below.

For purposes of the Annual Cash Bonus Incentive Plan, Diluted Normalized FFO, including the means of calculating it, is disclosed in our annual earnings release and in the Appendix to this proxy statement. The Board may adjust the Diluted Normalized FFO component to reflect the pro forma impact of changes to our company’s capital structure, strategic changes and other named executive officers continue to be eligible to receive cashitems, at the Board’s discretion, that were not contemplated at the time of adoption of the performance goals. New investments include acquisitions, loan originations, equity investments and total commitments underwritten for developments, redevelopments, expansions and renovations.

The following table summarizes each metric and its relative weighting, the approved 2016 performance goals at threshold, target and maximum levels, and actual performance achieved. For 2016, actual performance versus the Diluted Normalized FFO per share goal was achieved at 104% of the objective, and new investments was achieved at 95% of the performance objective. The subjective assessment was scored at the 150% maximum based on the factors described below. Based on the degree of goal achievement, the bonus formula for the year resulted in a payout of 167% of target for Ms. Simpson and 144% of target for Ms. Shelley-Kessler and Mr. Malin.

In determining the subjective component of the annual bonuses, for 2014 within the discretion of the Compensation Committee inevaluated the same mannerperformance of our company for the year compared to other real estate investment trusts and the overall market. The maximum bonus allowed under the subjective component was awarded as prior years and as described abovea result of the following 2016 accomplishments:

Based on the performance achieved, the Compensation Committee approved the following payouts under "Annual Bonuses".the Annual Cash Bonus Incentive Plan:

Long-Term

Long‑Term Equity Incentives

        Long-termLong‑term incentives are designedgranted to align the executives'executives’ financial interests with those of our stockholders. Therefore, our long-term incentive compensation for our executive officers hasstockholders and are historically takenin the form of a mix of restricted common stockRSAs, and stock option awards. The Compensation

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Committee does not have a formula for determining the mix of restricted common stock and/or stock options awarded.options. Awards are made on an individual basis and are not granted at any pre-determinedpre‑determined time during the year. Restricted common stock and stock optionIn 2016, the Compensation Committee used the new addition of performance-contingent equity in the form of PSU as the key form of long-term equity incentive awards provided to our executive officers.

RSAs typically vest ratably over a threethree- to five-yearfive‑year period and are generally subject to the individual executive officer'sofficer’s continued employment. The PSU awards are earned over a four-year performance period, subject to the ability to accelerate earnout if three-year performance is high enough, with the number of shares earned dependent on our total stockholder return (“TSR”) over the applicable performance period. The level of long-termlong‑term incentive compensation is determined by the Compensation Committee based on an evaluation of competitive factors in conjunction with total compensation provided to each individual executive officer. The relevant weight given to each of these factors varies from individual to individual. Stock price performance has not been a factor in determining annual compensation because the price of our common stock is subject to a variety of factors outside of our control. We do not have an exact formula for allocating between cash and non-cash compensation. Nornon‑cash compensation, nor do we have a policy for allocating between long-termlong‑term and currently paid out compensation.

The grant date of an equity award is typically the date the Compensation Committee approves the equity award. The grant date may also be a future date from the date of approval as specified by the board resolution. In no instances has the grant date been retroactive or prior to the date the Compensation Committee approved the equity award. For long-termlong‑term incentive awards in the form of stock options, the exercise price is the closing price of our company'scompany’s stock as reported by the NYSE on the grant date. The Compensation Committee has not and does not time the granting of equity awards with any favorable or unfavorable news released by us.

Under our 2008the 2015 Equity Participation Plan, (or 2008 Plan), awards that may be granted includinginclude stock options (incentive or non-qualified)non‑qualified), stock appreciation rights, restricted common stock,RSAs, PSUs, deferred stock and dividend equivalents. We reserved 600,000 shares of common stock for issuance under this plan. As of December 31, 2013, there were 202,521 shares of common stock reserved for issuance under the 2008 Plan. The 20082015 Plan is administered by the Compensation Committee which sets the terms and provisions of the awards granted under the plan. Incentive stock options, stock appreciation rights, restricted common stock,RSAs, PSUs, deferred stock and dividend equivalents may only be awarded to officers and other full-timefull‑time employees to promote our long-termlong‑term performance and specifically, to retain and motivate senior management to achieve a sustained increase in stockholder value. Non-qualifiedNon‑qualified stock options, stock appreciation rights, restricted common stock,RSAs, PSUs deferred stock and dividend equivalents may be awarded to non-employeenon‑employee directors, officers, employees, consultants and other key persons who provide services to us.

The Compensation Committee reviews and evaluates the overall compensation package of the executive officers and determines theapproved equity awards based on our overall performance and the individual performance of the executive officers.

        During 2013, the Compensation Committee approved an award of 20,000 restricted common shares to Ms. Simpson as part of bonuses but related to services provided in 2012. These shares will vest on June 1, 2016. In February 2014, the Compensation Committee approved an award of restricted common shares to the Chief Executive Officer and the Chief Executive Officer recommended and the Compensation Committee approved an award of restricted common sharesequity awards to Mses. Shelley-Kessler

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Ms. Shelley‑Kessler and Chikhale and Messrs.Mr. Malin and Lyew. The following table shows the awards, which reflect the aggregate long-term equity incentives awarded to our Named Executive Officers to datefor their service in 2014.

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Awarded in 2014 as bonus but related to services provided in 2013. These shares vest ratably over a three-year period from the grant date.

2016. In approving the restricted common stockequity awards, the Compensation Committee took into consideration the executive'sexecutive’s historical performance and contributions, total ownership levels and the value of equity delivered historically, the below-marketmarket positioning of the executives' base salariesexecutives’ pay and the company'sour company’s desire to retain the executives by providing

a meaningful long-termlong‑term incentive award to each executive which is aligned with stockholder interests. The magnitudeCook study showed LTC’s 2015 grant values were below the peer group median level and similarly, total compensation for all named executive officers fell below the peer group median.

Therefore, in 2016, PSUs were added to the long-term incentive program to address the below median position of executives’ 2015 pay opportunity in a manner that only rewards the creation of long-term shareholder value. The Compensation Committee approved specific dollar values to be awarded to the named executive officers and the number of shares was determined by dividing the Committee approved target dollar value by the accounting fair value per share on the date of grant. The following table sets forth the grant values of PSUs granted on June 1, 2016:

PSUs granted in 2016 can be earned between 0-200% based on LTC’s cumulative TSR performance through February 28, 2020 (3.74-year performance period), and have an opportunity to be earned early if TSR through February 28, 2019 (2.74-year performance period) is at least 3%. The Compensation Committee intended for the PSUs to have a 4-year and 3-year performance period; however, the 2016 PSU grant was delayed from the typical February timing of granting long-term equity incentives to June due to considerations related to implementation of the PSU plan which resulted in a 3.74-year and 2.74-year performance period. The four-year performance period may be shortened to three years if three-year TSR performance is high enough to fund the maximum PSU earnout after three years. The share price at the grant date is used as the starting point for the TSR calculation, and a trailing 20 trading-day average share price is used to calculate the share price at the end of the performance period. Dividends for outstanding PSUs are accrued in the form of additional stock units during the restriction period, and are distributed if and when the underlying shares are earned (dividends accrued on unearned/forfeited PSU shares are not paid).

Under the 2016 PSU design, payouts range from 0% to 200% of target, based on the schedule below:

The 2016 PSUs are earned based on 3.74-year cumulative TSR. The program has several features to minimize the impact of daily volatility and point-to-point variation. A 20 trading-day average price is used to measure performance at the end of the period.

In connection with the introduction of PSU awards, combinedthe Compensation Committee determined that RSAs should be attributable as an award for the year in which granted rather than the prior practice of being attributable to services for the preceding year. Attributing RSAs to the year in which granted better reflects the long-term incentive nature of the RSAs and aligns with a future vesting date effectively servesstandard practice prevalent in our industry and among our peer group. Accordingly, the long-term incentive compensation awarded to the named executive officers with respect to their 2016 performance was solely PSUs. For details regarding RSAs granted in 2016 to the named executive officers for their 2015 services, please refer to the summary compensation table on page 25 of this proxy statement. Information regarding RSAs granted in 2017 as a retention vehicle.long-term equity incentives will be disclosed in next year’s proxy statement discussing 2017 compensation.

Severance and Other Benefits Upon Termination of Employment or Change in Control

        As discussed in greater detail in the section "Employment Agreements" below, we have provided ourThe employment agreements with certain executive officers withof our company provide severance and other benefits upon termination of employment or a change in control of our company. We believe that we need to provide our executive officerskey executives with severance protections that are competitive with severance protectionsthose offered by companies similar to ours. We believe the The

severance protections we have provided ourthe named executive officers are consistent with our compensation objective to attract, motivate and retain qualified key executives.

We believe that severance should be payable to our executive officerskey executives if their employment is terminated for any reason, except for a termination for cause or a voluntary resignation.resignation without a good reason. The amount of severance we have agreed to pay and other severance benefits we extend to our executive officers upon such an occurrence is intended to help compensate them during a period of expected unemployment in the event of a termination without cause.

We also believe that severance should be payable to our key executives in connection with a change in control transaction. A change in control creates uncertainty regarding the continued employment of the executives. We provide severance in the event of a change-in-control to make our key executives indifferent about their own job security if the Board determines that it is in the best interests of shareholders to sell the company. The amount of cash severance we have agreed to pay and other severance benefits we extend to our executive officers upon such an occurrence is intended to help them avoid financial hardshipencourage the executives to remain employed by us during the period ofan important time when their prospects for continued employment following the executive officer is likely to be unemployedchange in control transaction are often uncertain. Our current practice for change in control severance follows a “double‑trigger” approach. Ms. Simpson’s, Ms. Shelley‑Kessler’s, and seeking new employment. IfMr. Malin’s 2014 employment agreements contain double‑trigger change in control provisions. Under a double‑trigger approach, a severance payment obligation arises only if a change in control occurs and the executive officer'sexecutive’s employment is terminated for any reason, except for a termination for cause or a voluntary resignation without a good reason, thenwithin a 24-month period after the change in control.

Additionally, upon the circumstances described above regarding termination of employment or change in control, we have agreed to pay the officer a lump sum severance payment equal to the following:

        Additionally, we have agreed to extend medical and dental insurance coverage for up to 18 months at our expense to the executive officer. We also have agreed to provide Ms. Simpson with health insurance benefits for life if Ms. Simpson's employment terminates for any reason exceptto each named executive officer for a termination for cause or a voluntary resignation without good reason. We may elect to pay Ms. Simpson a one-time cash paymentperiod of $250,000 in lieu18 months. None of continuing health insurance benefits.

        Further, under the standard terms of our equity award agreements, unvested options, restricted stock, and other equity awards will accelerate and vest if the employment of a grantee terminates for any reason, such as, death, disability, termination without cause, or a resignationagreements with good reason.

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        We believe that severance should be payable to our executive officers upon a change of control because a change of control transaction creates uncertainty regarding the continued employmentprovide for lifetime benefits.

None of the executive officers. The amount of cash severance we have agreed to pay and other severance benefits we extend toemployment agreements with our executive officers provide for “gross‑up payments” to offset taxes due for severance or other benefits upon a changetermination of control is intended to encourage the executive officers to remain employed by us during an important time when their prospects for continued employment following the change of control transaction are often uncertain.

        Upon aor change in control of our company whether or not the officer's employment is terminated, we have agreed to pay the officer a severance payment in cash equal to the following:

        Further, upon a change of control all stock options and/or restricted common stock automatically vest. We have agreed to provide Ms. Simpson with health insurance benefits for life upon change of control of our company whether or not Ms. Simpson's employment is terminated. We may elect to pay Ms. Simpson a one-time cash payment of $250,000 in lieu of continuing health insurance benefits. The Compensation Committee believes that a change of control typically results in a constructive termination of the executive officer's employment and therefore designed severance protection effective upon a change of control, rather than actual termination in the event of a change of control of our company.control.

        The Compensation Committee believes that there are several situations that could result in equivalent continuing health care coverage not being available to these executives as a result of an action taken by us or a transaction involving our company. The provision of continuing health insurance benefits was included in the evaluation of the overall compensation package we have provided to our Chief Executive Officer. The buyout clause was designed to limit our exposure to increasing health insurance costs.

        If any payment or benefit received by Ms. Simpson from us subjects her to excise taxes under the "golden parachute" rules on payments and benefits, then she will be entitled to receive an additional amount (a "gross-up payment" to make her whole for these excise taxes and for all taxes on the gross-up payment). Notwithstanding the foregoing, we will have no liability if an executive officer's employment is terminated for cause or by voluntary resignation without a good reason.

401(k) Savings Plan

We have a 401(k) Savings Plan which is a defined contribution plan covering all of our employees. Each year participants may contribute up to 15% of pre-taxpre‑tax annual compensation. In 2014,2016, the contributions may not exceed $17,500,$18,000, or $23,000$24,000 if the employee is 50 years or older. We match up to 3% of salaries for our vice presidents and contribute 3% of the individual'sindividual’s salary for staff that open an account. We will not contribute any amount, nor match contributions for our executive officers at the senior vice president level and higher.

Benefits

With limited exceptions, the Compensation Committee'sCommittee’s policy is to provide benefits to executive officers that are substantially the same as those offered to other officers of our company at or above the level of vice president. Except for the lifetime health insurance benefits described in "Severance“Severance and Other Benefits Upon Termination of Employment or Change in Control"Control” above and the supplemental medical insurance discusseddescribed below, the employee benefits programs in which our executive officers participate (which provide benefits such as medical, dental and vision benefits

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coverage, life insurance protection, and 401(k) savings plan) are generally the same programs offered to all of our full-timefull‑time employees. Our officers at the level of vice president and above are eligible to participate in a supplemental medical insurance program which providesreimburses participants with reimbursementsup to a maximum of $10,000 per year for eligible out-of-pocketout‑of‑pocket medical expenses such as primary insurance co-payments,co‑payments, deductibles, and certain elective medical procedures not covered by the employee'semployee’s primary insurance policy. Amounts reimbursed to our executive officers during 2013 are included in the "Summary Compensation Table" below.

Stock Ownership Guidelines

We encourage our executives to hold our company'scompany’s stock on a long-termlong‑term basis. The following table represents the company'sour company’s stock ownership guidelines for our executive officersexecutives and independent directors (reflects the increased requirements adopted in February 2014):directors:

        The company'sOur company’s stock ownership guidelines recommend that the Chief Executive Officer Chief Financial Officer,and Executive Vice Presidents and Vice Presidents achieve the targeted level of ownership within three years from the date of hire, promotion or appointment. Also, theThe stock ownership guidelines recommend that the independent directors achieve the targeted level of ownership within five years from date of election. At this time all of our executive officers and independent directors except for Mr. Pieczynski, hold at least the full amount of the guideline. The Nominating and Corporate Governance Committee receives from the company a quarterly report on executive and independent director stock ownership of company stock.

Prohibition on Pledging and Hedging Stock

Pursuant to the company'sour company’s Insider Trading Policy, as amended in May 2013, we prohibit our executivesemployees and directors from (i) pledging their shares in our company'scompany’s stock, and (ii) purchasing financial instruments or otherwise engaging in transactions that are designed to or have the effect of hedging the economic risk of ownership in our company'scompany’s stock. All of our executive officers and directors are in compliance with these anti-pledginganti‑pledging and anti-hedginganti‑hedging provisions.

Tax and Accounting Considerations

Policy with Respect to Section 162(m)

Section 162(m) of the Code denies deduction for Federal income tax purposes for certain compensation in excess of $1,000,000 paid to certain executive officers, unless certain performance, disclosure, stockholder approval and other requirements are met. The Compensation Committee periodically reviews the effects of its compensation programs with regard to Code Section 162(m). We periodically evaluate and evaluates alternatives to ensure executive compensation is reasonable, performance-based,performance‑based, and consistent with our overall compensation objectives. The Compensation Committee reserves the right to design programs that recognize a full range of performance criteria important to our success, even where the compensation paid under such programs may not be deductible. Interpretations of and changes in the tax laws and other factors beyond the Compensation Committee'sCommittee’s control may affect the deductibility of certain compensation payments. The Compensation Committee may consider various alternatives to preserve the deductibility of compensation payments and benefits to the extent reasonably practicable and to the extent consistent with its other compensation objectives.

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Tax Withholding

We permit our employees and directors to elect to withhold shares of stock to satisfy their tax withholding requirements upon the vesting of restricted stock.

Clawback Policy

We have adopted a policy grantingClawback Policy that grants the companyBoard the discretion to recoup from Section 16executive officers, including each currently serving NEO,named executive officer, all cash bonuses paid that would not have been paid if performance had been measured in accordance with restated financials, for the periods covering any of the three fiscal years preceding a restatement (other than to comply with changes in applicable accounting principles).

The Board of Directors is responsible for the interpretation and enforcement of this Clawback Policy. We plan to amend this policy as needed to comply

Each of the senior executive employment agreements we entered into in 2014 with Ms. Simpson, Ms. Shelley‑Kessler and Mr. Malin contains a clawback provision. In particular, the employment agreements provide the

Board of the Directors with the additional requirementscontractual ability to clawback a cash or share grant bonus in the event of the Dodd-Frank Act after the SEC adopts new regulations implementing those requirements.a restatement of our financial results if:

Compensation Risk Assessment

We have reviewed our compensation policies and practices to determine whether risks arising from our compensation policies and practices for employees are reasonably likely to have a material adverse effect on our company. The review included assessment of our various compensation programs and consideration of risk mitigating factors. We believe that our compensation policies and practices for employees do not present risks that are reasonably likely to have a material adverse effect on our company. We generally take a conservative approach to managing our business. Although some risk takingrisk-taking is necessary to manage and grow any business, we believe our compensation policies and practices do not encourage unnecessary or excessive risk takingrisk-taking and do not promote short term rewards for management decisions that could pose long-termlong‑term risks to our company. With particular respect to compensation of our executive officers:

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the Compensation Committee exercises discretion in determining cash bonuses and equity awards to executive officers;



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awards of restricted stock with long-term vesting periods provides executive officers with an incentive to make decisions that contribute to long-term performance of our company;



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our Clawback Policy provides our company with recourse in the event of material non-compliance with any financial reporting requirement that leads to a material or significant restatement; and



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stock ownership guidelines for executive officers further aligns their personal wealth with the long-term performance of our company.

EXECUTIVE COMPENSATION TABLES
SUMMARY COMPENSATION TABLE

        ThisSummary Compensation Table

The following table presents information regarding compensation of our Named Executive Officersthe named executive officers for services provided in 2013, 20122016,  2015 and 2011.2014: