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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.          )

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 10, 20143, 2015

        The 20142015 Annual Meeting of Stockholders of LTC Properties, Inc. will be held on Tuesday,Wednesday, June 10, 20143, 2015 at 9:00 a.m., local time, at the Hyatt Westlake Plaza, 880 S. Westlake Blvd.,Four Seasons Hotel, Two Dole Drive, Westlake Village, California 91361CA 91362, to conduct the following items of business:

(1)

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



(2)

To approve the 2015 Equity Participation Plan of LTC Properties, Inc.;



(3)

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2014;2015;



(3)(4)

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



(4)(5)

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, 2015 are entitled to notice of, and to vote at, such 20142015 Annual Meeting or any adjournments of such 20142015 Annual Meeting.

		By Order of the Board of Directors
		PAMELA J. SHELLEY-KESSLER Executive Vice President, Chief Financial Officer and Corporate Secretary

Westlake Village, California
April 28, 201424, 2015

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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 20142015 Annual Meeting of Stockholders to be held on Tuesday,Wednesday, June 10, 20143, 2015 at 9:00 a.m., local time, at the Hyatt Westlake Plaza, 880 S. Westlake Blvd.,Four Seasons Hotel, Two Dole Drive, Westlake Village, California 91361CA 91362 and at any and all adjournments of our 20142015 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, 2014.24, 2015.

        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. for a fee of $8,000 plus out-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-K for the year ended December 31, 20132014 filed with the Securities and Exchange Commission (or SEC)("SEC"). Such requests should be directed to our 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, 2015, there were 34,817,38535,540,762 shares of common stock outstanding and eligible for voting at the 20142015 Annual Meeting. Only stockholders of record at the close of business on April 15, 2014,17, 2015, are entitled to notice of, and to vote at, the 20142015 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 20142015 Annual Meeting.

Voting of Proxy

        You may vote by attending the 20142015 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".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, postage paid envelope provided to you.

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If you do not have a postage-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",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" and you

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wish to vote in person at the 20142015 Annual Meeting, you must obtain and present a proxy card issued in your name from your broker, bank or other nominee.

Broker Non-Votes

        If you are a "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 2,3 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 non-vote." Of the items described in this proxy statement, non-routine matters consist of Proposal 1 election of directors, Proposal 2 approval of the 2015 Equity Participation Plan, and Proposal 3,4 advisory vote to approve named executive officer 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 20142015 Annual Meeting for purposes of determining the presence of a quorum.

Majority Voting

        In February 2015, the Board of Director'sDirectors amended the Bylaws of our company to adopt 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 votedfor a director nominee must exceed the number of shares votedagainst 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 2015 Annual Meeting is uncontested and, therefore, the majority voting standard will apply.

Board of Directors' Recommendations

        The Board of 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 approval of the 2015 Equity Participation Plan of LTC Properties, Inc.;

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•

For the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2014;2015; and



•

For the approval of the compensation of ourthe named executive officers, as disclosed in this proxy statement; andstatement.

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-dated proxy executed by the person executing the prior proxy; or (c) by attending the 20142015 Annual Meeting and voting in person.

        If you hold your shares in "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 20142015 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 Board of Directors, principal executive officer, principal financial officer, principal accounting officer or controller, and other officers and employees.employees of our company. 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 our directors, principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, 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

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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,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'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, the 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 servingoversee 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.

Tabledirectors and presides at executive sessions of Contentsthe independent directors.

        Effective March 1, 2014,Independent director Edmund C. King's term on the Board will expire directly after the 2015 Annual Meeting. The Board of Directors thanks Mr. King for his many years of service to our company. We expect that, after the 2015 Annual Meeting, four of the five directors of the Board elected James J. Pieczynskiwill be independent. Assuming the nominees are reelected as recommended in this proxy statement, the average tenure of the independent directors of the Board following the 2015 Annual Meeting will be 8 years of service.

        The Board annually 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 2014. Each Board member attended 100% of Board and Committeecommittee meetings in 2013.2014. 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 20132014 Annual Meeting of Stockholders.

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        Each independent director currently serves on each committee. 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 22.31 of this proxy statement. The Audit Committee Charter is available on our website (www.LTCproperties.com).at www.LTCreit.com. The Audit Committee met five times during 2013.in 2014.

        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 committee financial 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 2014.

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 2013.2014.

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 2014.

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        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 and has served in that role since April 2014. Previously since May 2013, Mr. King served as Chairman of the Nominating and Corporate Governance Committee. Prior toCommittee between May 2013 Ms Shapiro served as Chairman of the Nominating and Corporate Governance Committee.March 2014.

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 2013,2014, 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'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'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'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's policy is to encourage selection of directors who will contribute to our overall corporate goals and to

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the discharge of the Board'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, 20132014 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.

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PROPOSAL 1
ELECTION OF DIRECTORS

        SixFive directors will be elected at the 20142015 Annual Meeting of Stockholders. Each person elected as director will hold office until the 20152016 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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        If any nominee becomes unavailable to serve as a director for any reason (which event is not anticipated), the shares of common stock represented by proxy may (unless such proxy contains instructions to the contrary) be voted for such other person or persons as may be determined by the holders of such proxies.

Required Vote and Recommendations

        The six nominees receivingAs described under "Majority Voting" on page 2 of this proxy statement, a majority of the most votes (providingcast is required for the election of each director in an uncontested election, which is the case at the 2015 Annual Meeting. A majority of the votes cast means that the number of votes cast FOR a quorum is present) will be elected as directors.nominee must exceed the number of votes cast AGAINST that nominee. For purposes of the vote on Proposal 1, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will count towards the presence of a quorum for Proposal 1. Properly executed and unrevoked proxies will be voted FOR the Board's nominees unless contrary instructions or an abstention are indicated in the proxy.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF
THE BOARD OF DIRECTORS' NOMINEES FOR DIRECTOR.

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PROPOSAL 2
APPROVAL OF THE 2015 EQUITY PARTICIPATION PLAN OF LTC PROPERTIES, INC.

        On March 16, 2015, the Board of Directors approved, subject to stockholder approval, The 2015 Equity Participation Plan of LTC Properties, Inc. ("2015 Equity Participation Plan" or "2015 Plan"), under which 1,400,000 shares of our common stock (approximately 3.9% of the outstanding shares as of April 17, 2015) will be reserved for issuance. The 2015 Equity Participation Plan will not become effective until it is approved by our stockholders. The Board is asking our stockholders to approve the 2015 Equity Participation Plan so that we may issue to independent directors, key employees and consultants awards that are linked to the value of our common stock. The 2015 Equity Participation Plan will replace the 2008 Equity Participation Plan ("2008 Plan"). If the 2015 Plan is not approved, we intend to continue to grant stock awards under the 2008 Plan to the extent we were authorized to grant such awards when the plan was approved.

        The Board of Directors believes that equity ownership provides an important link between the interests of our stockholders and our executives, managers and key employees by rewarding the creation of long-term stockholder value. The Board believes that our ability to grant equity awards has helped us attract, retain and motivate talented professionals with superior leadership capabilities. As described in the Executive Compensation Discussion and Analysis section of this proxy statement, equity awards are a key component of our compensation program and constitute a significant portion of our executive officers' total compensation.

        In recommending approval of the 2015 Plan, the Board of Directors asks that stockholders also consider the following factors:

We Manage Our Equity Award Use Carefully

        We manage our long-term stockholder dilution by limiting the number of equity awards granted annually. The Board of Directors carefully monitors our total dilution and annual equity grant rate ("burn rate"), and our company has followed a responsible approach to equity based compensation in the past.

        As of December 31, 2014, the total number of shares subject to outstanding awards under the 2008 Plan was 244,168 shares, or 0.71% of our basic weighted average shares outstanding. With the proposed increase of 1,400,000 shares in the 2015 Plan, a total of 1,644,168 shares or 4.75% of basic weighted average shares outstanding as of December 31, 2014 will be outstanding or available for issuance through the 2015 Plan.

        As shown in the following table, our company's three year average burn rate is 0.24%.

        Additionally, if each equity award is counted as a "full-value" award subject to a multiplier of 3.0, consistent with the methodology employed by certain proxy advisory firms, the three year average "adjusted burn rate" is 0.69%, well below the burn rate "cap" of 2.71% applied to our industry.

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Key Features of the 2015 Plan Reflect Use of Compensation and Governance Best Practices

        The proposed 2015 Plan includes new and continued provisions designed to protect our stockholders' interests and reflect corporate governance best practices, including:

•

Repricing is not allowed. Both the 2008 Plan and the 2015 Plan prohibit the repricing of awards without shareholder approval.



•

Double-trigger vesting upon a Change in Control. The 2015 Plan generally provides that, unless provided otherwise in an employment or award agreement, awards will fully vest upon separation from service within 12 months following a change in control of our company.



•

Clawback feature. The 2015 Plan includes a clawback provision in the event of certain restatements of our company's financial results.



•

Annual award limits for employees and directors. The 2015 Plan includes limits on the number of shares that may be awarded to an individual in a given year.



•

Performance-based awards. The 2015 Plan allows for issuing performance-based awards, including awards intended to qualify as performance-based under Internal Revenue Code ("IRC") Section 162(m).



•

No discounted stock options or stock appreciation rights. Both the 2008 Plan and the 2015 Plan provide that all stock options and stock appreciation rights will have an exercise price equal to or greater than the fair market value of our stock on the date of grant.



•

Administrator independence. The Compensation Committee, comprised solely of independent non-employee directors, administers the plan.

Description of the 2015 Equity Participation Plan

        The following is a description of the purpose and a summary of the provisions of the 2015 Plan. The summary is qualified in its entirety by reference to the complete text of the 2015 Plan, which is attached hereto as Appendix B.

        General.    The 2015 Plan permits us to issue stock options, restricted stock, restricted stock units, performance awards, dividend equivalents, deferred stock, stock payments and stock appreciation rights to independent directors, key employees (including officers who are directors) and consultants. The 2015 Plan does not permit the repricing of stock options or stock appreciation rights without approval of our stockholders or the granting of discounted stock options or stock appreciation rights.

        Purpose.    The purpose of the 2015 Plan is three-fold:

•

To provide an additional incentive for independent directors, key employees and consultants to whom awards are granted to further the growth, development and financial success of LTC by personally benefiting through the ownership of our common stock and/or rights the value of which is tied to the value of our common stock or that are linked to LTC's growth;



•

To enable LTC to obtain and retain the services of independent directors, key employees and consultants to whom awards are granted by offering them an opportunity to own LTC common stock and/or to benefit from rights the value of which is tied to the value of our common stock or that are linked to LTC's growth, development and financial success; and



•

To encourage independent directors, key employees and consultants to whom awards are granted to contribute materially to LTC's growth, development and financial success, thereby benefiting LTC's stockholders, and aligning the economic interests of the participants with those of the stockholders.

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        Administration of the 2015 Plan.    The Board has the authority and the discretion under the 2015 Plan to grant awards to independent directors and to administer those awards. The Compensation Committee of the Board of Directors has the authority and the discretion under the 2015 Plan to issue awards to key employees and consultants and to administer those awards. The term "Grantor" as used in this summary refers to the Board, with respect to awards to independent directors, and to the Compensation Committee, with respect to awards to key employees and consultants. Except as expressly limited by the 2015 Plan, the authority of the Grantor includes the authority to determine the timing of awards, to select the recipients of awards, and to determine the terms of each award, including, among other things, any modifications of awards, applicable restrictions, termination and vesting conditions, provided however, that to the extent vesting provisions are addressed by an employment agreement, such employment agreement controls.

        The Compensation Committee is comprised solely of non-employee directors of the Board.

        Number of Shares Available for Issuance.    The aggregate number of shares of common stock which may be issued upon exercise of options or in connection with other awards under the 2015 Plan shall not exceed One Million Four Hundred Thousand (1,400,000). No individual may be granted in any calendar year stock options, restricted stock, restricted stock units, performance awards, deferred stock, stock payments and independent stock appreciation rights representing more than 200,000 shares of common stock, or a number of dividend equivalents that exceed the number of stock appreciation rights, deferred stock awards and performance awards payable in common stock granted in such calendar year. The Compensation Committee or the Board may adjust the aggregate 1,400,000 limit and the individual 200,000 limit if it determines that a dividend, recapitalization, stock split, merger, consolidation or other similar corporate transaction or event equitably requires an adjustment.

        Types of Awards.    The 2015 Plan provides for the issuance of incentive stock options to our key employees and nonqualified stock options, restricted stock, restricted stock units, performance awards, dividend equivalents, deferred stock, stock payments and stock appreciation rights to our non-employee directors, key employees and consultants. Rights to awards may be contingent on the satisfaction of performance criteria ("Performance Criteria") determined by the Grantor, including but not limited to net income; performance of investments; cash flow; earnings per share; return on equity; return on invested capital or assets; total shareholder return; cost reductions or savings; funds from operations; adjusted funds from operations; funds available for distribution; appreciation in the fair market value of common stock; earnings before one or more of the following items: interest, taxes, depreciation and/or amortization; new investments; and credit metrics. Additionally, to the degree consistent with the U.S. Internal Revenue Code ("Code"), such Performance Criteria may be calculated without regard to extraordinary, unusual and/or non-recurring items.

        Stock Options.    The 2015 Plan provides for two types of stock options: incentive stock options and non-qualified stock options. The differences between incentive stock options and non-qualified stock options relate mainly to their tax treatment under the Code (see "U.S. Tax Consequences" below). A stock option gives the holder the right to receive a designated number of shares of our common stock during the period that the option is exercisable upon payment of the exercise price for the stock options, subject to the terms and conditions that the Grantor, in its sole discretion, shall determine at the time the award is made. The per share exercise price of an option that is granted to a key employee or consultant may not be less than the fair market value of our common stock on the date of grant of the option, except for incentive stock options granted to 10% stockholders, in which case the per share exercise price must be at least 110% of the fair market value of our common stock on the date of grant. Incentive stock options must expire no later than the tenth anniversary of the date of grant, except for incentive stock options granted to 10% stockholders, which may expire no later than the fifth anniversary of the date of grant.

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        Unless otherwise specified by the Grantor or in an employment agreement, all options granted to key employees and consultants become vested upon a separation of service without cause or for good reason following a change in control (see "Change in Control" below).

        Restricted Stock.    A restricted stock award is an award of shares of our common stock for consideration or without consideration, subject to the vesting and other terms and conditions that the Grantor, in its sole discretion, shall determine at the time the award is made. Restricted stock for which the holder paid no consideration is forfeited to LTC if the independent director, key employee or consultant to whom it was awarded terminates service prior to the end of the vesting period determined by the Grantor. However, unless otherwise provided by the Grantor, such restricted stock will not be forfeited if the termination follows a change in control (see "Change in Control" below) or is due to death or disability. Restricted stock for which the holder paid consideration may be repurchased by LTC at a price equal to the price paid by the holder, if the independent director, key employee or consultant to whom it was awarded terminates service prior to the end of the vesting period, except that the Grantor may provide that no such right exists if the termination follows a change in control (see "Change in Control" below) or is due to death or disability. The vesting of restricted stock may be subject to satisfaction of company performance goals, individual performance goals and one or more of the Performance Criteria.

        Unless otherwise specified by the Grantor or in an employment agreement, all shares of restricted stock become vested upon a separation of service without cause or for good reason following a change in control (see "Change in Control" below).

        Restricted Stock Unit.    A restricted stock unit entitles the holder to receive a share of our common stock upon the terms and conditions set forth in the 2015 Plan and the applicable award agreement. A restocked stock unit is subject to the terms and conditions that the Grantor, in its sole discretion, shall determine at the time the award is made. A holder of a restricted stock unit shall possess no ownership rights with respect to our common stock unless and until the unit is converted to common stock. Dividend equivalents may be earned by holders of restricted stock based on dividends declared on our common stock, to be credited as of dividend payment dates.

        Unless otherwise specified by the Grantor or in an employment agreement, all restricted stock units become vested upon a separation of service without cause or for good reason following a change in control (see "Change in Control" below).

        Stock Appreciation Rights.    A stock appreciation right entitles the holder to a payment in cash or shares of our common stock equal to the excess of the fair market value of the number of shares of our common stock underlying the stock appreciation right as of the date the stock appreciation right is exercised over such fair market value as of the date the stock appreciation right is granted. A stock appreciation right is subject to the terms and conditions that the Grantor, in its sole discretion, shall determine at the time the award is made. The 2015 Plan provides for two types of stock appreciation rights: coupled stock appreciation rights and independent stock appreciation rights. A coupled stock appreciation right is related to a stock option, is exercisable only when and to the extent that the stock option is exercisable and is exercised when the holder surrenders the related unexercised stock option. An independent stock appreciation right is not related to an option. Unless the Grantor determines otherwise, an independent stock appreciation right is exercisable only while the recipient is an independent director, key employee or consultant.

        Performance Awards.    A performance award represents the right to receive a payment in cash or shares of our common stock subject to satisfaction of specific performance criteria, including one or more of the Performance Criteria. A performance award is payable only while the holder is an independent director, key employee or consultant, except that the Grantor may provide that a

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performance award is payable upon a separation of service without cause or for good reason following a change in control (see "Change in Control" below).

        Dividend Equivalents.    Dividend equivalents are granted in conjunction with stock appreciation rights, deferred stock or performance awards. A dividend equivalent represents the right to receive payments in cash or shares of our common stock in the amount of the dividend paid on a share of our common stock between the date that such an award is granted and the date such an award is exercised, vests or expires. Payment of a dividend equivalent may not be related to or contingent upon the exercise of a stock appreciation right. A dividend equivalent is payable only while the holder is an independent director, key employee or consultant, except that the Grantor may provide that a dividend equivalent is payable upon a separation of service without cause or for good reason following a change in control (see "Change in Control" below).

        Stock Payments.    A stock payment award represents the right to receive a share of our common stock, subject to the terms and conditions that the Grantor, in its sole discretion, shall determine at the time the award is made, which may include satisfaction of one or more of the Performance Criteria. A stock payment is payable only while the holder is an independent director, key employee or consultant, except that the Grantor may provide that a stock payment is payable upon a separation of service without cause or for good reason following a change in control (see "Change in Control" below).

        Deferred Stock.    A deferred stock award represents the right to receive one share of our common stock in the future, subject to the terms and conditions that the Grantor, in its sole discretion, shall determine at the time the award is made, which may include satisfaction of one or more of the Performance Criteria. A deferred stock award is payable only while the holder is an independent director, key employee or consultant, except that the Grantor may provide that a deferred stock award is payable upon a separation of service without cause or for good reason following a change in control (see "Change in Control" below).

        Adjustments for Changes in Capitalization.    If the Grantor determines that a dividend, recapitalization, stock split, merger, consolidation, or other similar corporate transaction or event, equitably requires an adjustment, then the Grantor shall adjust any or all of:

•

the number and kind of shares of common stock (or other securities or property) with respect to which awards may be granted or awarded;



•

the number and kind of shares of common stock (or other securities or property) subject to outstanding awards; and



•

the grant or exercise price with respect to any outstanding option or stock appreciation right.

        Change in Control.    As described above, an independent director's, key employee's or consultant's rights in an award may vest upon a "change in control." "Change in control" shall mean a change in ownership or control of LTC effected through any of the following transactions:

•

any person or related group of persons (other than LTC or a person that directly or indirectly controls, is controlled by, or is under common control with, LTC) is or becomes the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended), of securities of LTC representing 30% or more of the combined voting power of LTC's then outstanding securities;



•

the stockholders of LTC approve a merger or consolidation of LTC with any other corporation (or other entity), other than a merger or consolidation which would result in the voting securities of LTC outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 66²/3% of the combined voting power of the voting securities of LTC or such surviving

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entity outstanding immediately after such merger or consolidation;provided, however, that a merger or consolidation effected to implement a recapitalization of LTC (or similar transaction) in which no person, directly or indirectly, becomes the beneficial owner of securities representing 30% or more of the combined voting power of LTC's then outstanding securities shall not constitute a Change in Control;

•

the stockholders of LTC approve a plan of complete liquidation of LTC or an agreement for the sale of disposition by LTC of all or substantially all of LTC's assets; or



•

a majority of the members of the Board of Directors of LTC cease to be, as of any date of determination, a member of the Board who (i) was a member of such Board on the date of the 2015 Plan was approved by the stockholders, or was nominated for election or elected to the Board with the approval of a majority of the members of the Board at the time of such nomination or election.

        Amendment and Termination.    The 2015 Plan may be terminated by the Board at any time. The Board may amend the 2015 Plan (and the awards issued thereunder), but may not, without prior approval of the stockholders:

•

increase the maximum number of shares of common stock that may be issued under the 2015 Plan; or



•

take any other action that requires stockholder approval to comply with any tax, regulatory or stock exchange requirements.

        U.S. Tax Consequences.    The following brief description, which is based on existing law, sets forth certain of the federal income tax consequences of the grant of awards under the 2015 Plan. This description may differ from the actual tax consequences incurred by any individual recipient of an award. Moreover, existing law is subject to change by new legislation, by new regulations, by administrative pronouncements and by court decisions or by new or clarified interpretations or applications of existing laws, regulations, administrative pronouncements and court decisions. Any such change may affect the federal income tax consequences described below. The following summary of the federal income tax consequences in respect of the 2015 Plan is for general information only. Interested parties should consult their own advisors as to specific tax consequences, including the application and effect of foreign, state and local tax laws.

        Non-Qualified Stock Options.    An independent director, key employee or consultant who is granted a non-qualified stock option will not recognize taxable income at the time the stock option is granted. In general, an optionee will be subject to tax for the year of exercise on an amount of ordinary income equal to the excess of the fair market value of the shares on the date of exercise over the option exercise price, and LTC will receive a corresponding Federal income tax deduction. Income tax withholding requirements apply upon exercise. The optionee's basis in the shares so acquired will be equal to the option exercise price plus the amount of ordinary income upon which he or she is taxed. Upon subsequent disposition of the shares, the optionee will recognize capital gain or loss, long-term or short-term, depending upon the length of time the shares are held after the stock option is exercised.

        Incentive Stock Options.    An optionee is not taxed at the time an incentive stock option is granted. The tax consequences upon exercise and later disposition generally depend upon whether the optionee was an employee of LTC or a subsidiary at all times from the date of grant until three months preceding exercise (one year in the case of disability) and on whether the optionee holds the shares for more than one year after exercise and two years after the date of grant of the stock option.

        If the optionee satisfies both the employment rule and the holding rule, the optionee will not be subject to income taxation upon exercise of the stock option and LTC will not be allowed an income tax deduction at any time. Instead, upon subsequent disposition of the shares acquired upon exercise of

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the option (and assuming the holding rule has been satisfied) the optionee will recognize a long-term capital gain or a long-term capital loss with respect to the difference between the option exercise price and the amount realized upon disposition of the shares.

        If the optionee meets the employment rule but fails to observe the holding rule (a "disqualifying disposition"), the optionee generally recognizes as ordinary income, in the year of the disqualifying disposition, the excess of the fair market value of the shares at the date of exercise over the option exercise price. Any excess of the sales price over the fair market value at the date of exercise will be recognized by the optionee as capital gain (long-term or short-term depending on the length of time the stock was held after the stock option was exercised). If, however, the sale price is less than the fair market value at the date of exercise, then the ordinary income recognized by the optionee is generally limited to the excess of the sale price over the option exercise price. In both situations, the tax deduction allowable to LTC is limited to the amount of ordinary income recognized by the optionee. Under current Internal Revenue Service guidelines, LTC is not required to withhold any Federal income tax in the event of a disqualifying disposition.

        Different consequences may apply for an optionee subject to the alternative minimum tax.

        Restricted Stock.    An independent director, key employee or consultant who is granted restricted stock generally will not recognize taxable income at the time the restricted stock is granted. Instead, a restricted stockholder will recognize ordinary taxable income when the stock is no longer subject to a substantial risk of forfeiture and LTC will receive a corresponding Federal income tax deduction at that time. However, a restricted stockholder may file with the IRS a "section 83(b) election" when he or she receives the restricted stock, as a result of which he or she will recognize taxable ordinary income when the stock is granted. Upon subsequent disposition of the shares, the restricted stockholder will recognize capital gain or loss, long-term or short-term, depending on the length of time the shares are held after the date of grant.

        Stock Appreciation Rights.    An independent director, key employee or consultant will not realize taxable income upon the award of stock appreciation rights. Upon the exercise of stock appreciation rights, any cash received and the fair market value on the exercise date of any shares of common stock received would constitute ordinary income to the participant, and LTC would be entitled to a deduction in the amount of such income at the time of exercise.

        Performance Awards, Restricted Stock Units, Dividend Equivalents, Deferred Stock and Stock Payments.    An independent director, key employee or consultant normally will not realize taxable income upon the award of performance awards, restricted stock units, dividend equivalent awards, deferred stock awards or stock payment awards. When the conditions and requirements established with respect to such an award have been satisfied and the payment amount determined, any cash and the fair market value of any shares of our common stock received will constitute ordinary income to the participant in the year in which paid or when no longer subject to a substantial risk of forfeiture, and LTC will be entitled to a deduction in the same amount.

        Deductibility of Executive Compensation.    Section 162(m) of the Internal Revenue Code disallows a tax deduction to publicly held companies for compensation paid to the Chief Executive Officer and the three most highly compensated executive officers other than the Chief Executive Officer, to the extent that total compensation exceeds $1 million per covered officer in any taxable year. The limitation applies only to compensation which is not considered to be performance-based. Compensation is considered to be performance-based if it is paid pursuant to a plan that is approved by stockholders at least once every five years and it satisfies certain other requirements.

        By approving the 2015 Plan, stockholders also will be approving the eligibility of executive officers and others to participate, the per-person limitations, and the general business criteria on which

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performance objectives for performance-based awards may be based. The 2015 Plan imposes per-person limitations as described under "Number of Shares Available for Issuance" above.

        Compensation paid by us in connection with restricted stock, restricted stock units, performance awards, dividend equivalent awards, deferred stock awards or stock payment awards granted to a key employee covered by Section 162(m) may be taken into account for purposes of the $1 million limitation unless the individual award is specifically designed to comply with Section 162(m)'s performance-based exemption. In order to satisfy Section 162(m)'s performance-based exemption, payment of the award must be contingent on the satisfaction of objective performance goals established in writing by a committee comprised solely of two or more outside directors (such as the Compensation Committee) no later than 90 days after the beginning of the applicable performance period and not later than 25% of the performance period has elapsed. The performance goals must be stated by the committee as specific amounts of, or specific changes in, one or more of the Performance Criteria with respect to LTC or any subsidiary. The 2015 Plan permits the Compensation Committee to specify any reasonable definition of the financial measures it uses, to make reasonable adjustments to such measures, and to include or exclude certain items. Within a reasonable time after the close of a performance period, the committee must determine whether the performance goals for that performance period have been met. The committee may not exercise discretion to increase any amount intended to qualify as performance-based under Section 162(m).

        Compensation deemed paid by LTC in connection with disqualifying dispositions of incentive stock option shares or exercises of non-qualified stock options and stock appreciation rights granted under the 2015 Plan qualifies as performance-based compensation for purposes of Section 162(m) if the grants were made by a committee of outside directors such as the Compensation Committee. We anticipate that any compensation deemed paid by us in connection with disqualifying dispositions of incentive stock option shares or exercises of non-qualified stock options and stock appreciation rights will qualify as performance-based compensation for purposes of Section 162(m) and will not have to be taken into account for purposes of the $1 million limitation. Accordingly, all compensation deemed paid with respect to those stock options should be deductible by us without limitation under Section 162(m) of the Internal Revenue Code.

        A number of other requirements must be met in order for particular compensation to qualify as performance-based under Section 162(m). There can be no assurance that compensation resulting from awards intended to qualify under Section 162(m) will in fact be fully deductible under all circumstances. Additionally, the 2015 Plan authorizes the grant of awards that will not qualify as performance-based. Compensation paid as a result of any such awards may be subject to the cap on deductibility under Section 162(m) if it and other non-performance-based compensation exceed $1 million in a given year.

        Because the Compensation Committee and the Board have discretion to determine the amount and types of awards to be granted under the 2015 Plan, all of the benefits that will be received in the future by participants are not readily determinable, but in no case will the awards granted annually exceed the limitations set forth in the 2015 Plan.

        Impact of Section 409A.    Section 409A of the Internal Revenue Code applies to deferred compensation, unless the compensation was both deferred and vested prior to January 1, 2005. Generally speaking, "deferred compensation" is compensation earned currently, the payment of which is deferred to a later taxable year, and an amount is "vested" on the date that the participant's right to receive the amount is no longer conditioned on the participant's performance of substantial future services or upon the occurrence of an event (such as a change in control) or the achievement of performance goals that are substantially related to the purpose of the compensation.

        Options, stock appreciation rights, restricted stock units, and restricted stock awarded under the 2015 Plan are designed to be exempt from the requirements of Section 409A. Other awards granted under the plan may be subject to Section 409A, unless the terms of the award satisfy an exemption

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from Section 409A. An award that is subject to Section 409A and fails to satisfy its requirements will subject the holder of the award to immediate taxation, an interest penalty and an additional 20% tax on the amount underlying the award.

        Clawback.    In the event that a mandatory restatement of LTC's financial results occurs and is released to the public at a time when LTC's securities are traded on any U.S. securities exchange (a "Restatement"), and the Restatement is attributable to misconduct or wrongdoing by a holder of an award and such holder has received payment or benefits under the 2015 Plan (whether cash or non-cash) within three years preceding the date of the issuance and release of such Restatement, and the amount of such payment or benefits under the 2015 Plan has been calculated and awarded pursuant to a specific financial formula, and such payment or benefits would have been diminished based on the restated financial results had the financial formula pursuant to which the payment or benefits for which an award has been calculated been applied to the restated financial restates (the amount of such diminution, is the "Clawback Amount"), then, upon written demand from LTC setting forth the basis for such demand, the holder shall remit to LTC the Clawback Amount less the amount of any taxes paid or payable by the holder in respect of such bonus or share grant with certain exceptions.

Required Vote and Recommendation

        Stockholder approval of the 2015 Equity Participation Plan is required (i) under the rules of the New York Stock Exchange for listing the shares of common stock reserved under the 2015 Equity Participation Plan and (ii) under the Internal Revenue Code of 1986, as amended, in order for options granted under the 2015 Equity Participation Plan to be considered "incentive stock options" and for awards to qualify as "performance-based" for purposes of Code Section 162(m). The affirmative vote of a majority of all the votes cast at the meeting, provided that the total votes cast represent over 50% in interest of all shares entitled to vote, is required to approve the 2015 Equity Participation Plan as set forth in this Proposal 2. For purposes of the vote on Proposal 2, any abstention will have the effect of a vote against the proposal and broker non-votes will not be treated as votes cast for such purpose and therefore any broker non-vote will have the effect of a vote against Proposal 2 unless the total votes cast on the proposal represent over 50% in interest of all shares entitled to vote on Proposal 2. If the total votes cast on Proposal 2 represent over 50% in interest of all shares entitled to vote on the proposal, then broker non-votes will have no effect on the result of the vote. Properly executed, unrevoked proxies will be voted FOR Proposal 2 unless a vote against Proposal 2 or abstention is specifically indicated in the proxy.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE
2015 EQUITY PARTICIPATION PLAN

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PROPOSAL 23
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        The Audit Committee of the Board of Directors has appointed Ernst & Young LLP as the independent registered public accounting firm to audit LTC Properties, Inc.'sLTC's consolidated financial statements for the year endedending December 31, 2014. During 2013,2015. Ernst & Young LLP served as our independent registered public accounting firm during 2014 and also provided certain tax and other audit related services. Seeservices as described in the "IndependentIndependent Registered Public Accounting Firm Fees and Services" on page 38.Services section of this proxy statement. A representative of Ernst & Young LLP is expected to be present at the 20142015 Annual Meeting.

        Although ratification is not required by our company's Bylaws or otherwise, the Board is submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of theour company and our stockholders.

Required Vote and Recommendation

        Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 20142015 requires the affirmative vote of a majority of all the votes cast at a meeting at which a quorum is present. For purposes of the vote on Proposal 2, abstentions and broker non-votes will not be counted as votes cast and this will have no effect on the result of the vote although they will count towards the presence of a quorum for Proposal 2. Properly executed, unrevoked proxies will be voted FOR Proposal 2 unless a vote against Proposal 2 or abstention is specifically indicated in the proxy.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS LTC PROPERTIES, INC.'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2014.

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PROPOSAL 3
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

        The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (or Dodd-Frank Act) requires that we provide our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. This proposal, commonly known as a "say-on-pay" proposal, gives stockholders the opportunity to express their views on our named executive officers' compensation. As previously reported in the Current Report on Form 8-K that we filed with the SEC on June 3, 2011, our Board of Directors has determined that LTC will hold a nonbinding, advisory "say-on-pay" vote every year to approve named executive officer compensation until the next required advisory vote on the frequency of such vote, which will occur no later than the 2017 Annual Meeting of Stockholders.

        As described below under "Executive Compensation Discussion and Analysis" (or CD&A), we seek to align compensation for executive management with our overall performance as well as the individual performance of each executive officer. Our compensation programs are designed to attract and retain key executives responsible for our company's success and are administered in the long-term interests of our company and our stockholders. In connection with services provided in 2013, approximately 38% of total named executive officer compensation was in the form of long-term equity incentives.

        As noted in the CD&A, our 2013 financial performance was characterized by growth in assets, growth in revenues, and increased liquidity. Please refer to CD&A and accompanying tables, and in particular the Executive Summary contained therein for details regarding how our compensation program for executive management is structured to support and reward our annual and long-term financial performance as an organization.

        Pursuant to the resolution below, we are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. The vote on this resolution is not intended to address any specific element of compensation. Rather, the vote relates to the compensation of our named executive officers, as described in the CD&A and accompanying tables.

        Accordingly, stockholders are being asked to vote on the following resolution at the 2014 Annual Meeting:

"RESOLVED, that 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 2014 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the summary compensation table, and the other related tables and disclosure."

Required Vote and Recommendation

        Because the vote is advisory, it is not binding on our company, our Board of Directors, or the Compensation Committee of our Board of Directors. Our Board of Directors and the Compensation Committee will take into account the outcome of the vote, however, when designing future executive compensation programs.

For purposes of the vote on Proposal 3, abstentions and broker non-votes will not be counted as votes cast and this will have no effect on the result of the vote although they will count towards the presence of a quorum for Proposal 3. Properly executed, unrevoked proxies will be voted FOR Proposal 3 unless a vote against Proposal 3 or abstention is specifically indicated in the proxy.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS LTC'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2015.

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PROPOSAL 4
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

        The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank Act") requires that we provide our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of the named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. This proposal, commonly known as a "say-on-pay" proposal, gives stockholders the opportunity to express their views on named executive officer compensation. As previously reported in the Current Report on Form 8-K that we filed with the SEC on June 3, 2011, the Board of Directors has determined that LTC will hold a nonbinding, advisory "say-on-pay" vote every year to approve named executive officer compensation until the next required advisory vote on the frequency of such vote, which will occur no later than the 2017 Annual Meeting of Stockholders.

        As described in the Executive Compensation Discussion and Analysis ("CD&A") section of this proxy statement, we seek to align compensation of our executives with our overall performance as well as the individual performance of each executive. As noted in the CD&A section, our 2014 financial performance was characterized by growth in assets, growth in revenues, and increased liquidity. As also described in the CD&A section, we implemented a new Annual Cash Bonus Incentive Plan in 2014 for which 50% of the bonus opportunity for participating executives was based on achievement of performance goals.

        Our compensation programs are designed to attract and retain executives responsible for our company's success and are administered in the long-term interests of our company and our stockholders. In connection with services provided in 2014, approximately 61% of total named executive officer compensation was in the form of long-term incentive awards. In 2014, we also entered into new employment agreements with senior executives to reflect changes that proxy advisory services generally believe are more consistent with compensation best practices.

        Please see the CD&A (and in particular its "Executive Summary" on page 20) and the Summary Compensation Table sections of this proxy statement for further details regarding our executive compensation decisions for 2014 and how our compensation program for executives is structured to support and reward our annual and long-term financial performance as an organization.

        Pursuant to the resolution below, we are asking our stockholders to indicate their support for named executive officer compensation. The vote on this resolution is not intended to address any specific element of compensation. Rather, the vote relates to the compensation of the named executive officers, as described in the CD&A and accompanying tables.

        Accordingly, stockholders are being asked to vote on the following resolution at the 2015 Annual Meeting:

"RESOLVED, that 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 2015 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the summary compensation table, and the other related tables and disclosure."

Required Vote and Recommendation

        Because the vote is advisory, it is not binding on our company, the Board of Directors, or the Compensation Committee of the Board of Directors. The Board and the Compensation Committee will take into account the outcome of the vote, however, when designing future executive compensation programs.

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        For purposes of the vote on Proposal 4, abstentions and broker non-votes will not be counted as votes cast and this will have no effect on the result of the vote although they will count towards the presence of a quorum for Proposal 4. Properly executed, unrevoked proxies will be voted FOR Proposal 4 unless a vote against Proposal 4 or abstention is specifically indicated in the proxy.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE
COMPENSATION OF OURTHE NAMED EXECUTIVE OFFICERS,
AS DISCLOSED IN THIS PROXY STATEMENT.

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EXECUTIVE OFFICERS

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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

20132014 Business Highlights

        20132014 represented a year focused on capitalizing on opportunities for long-term growth for our company and stockholders. We successfully re-leased 20 properties at rates similar to rates under the expiring leases. We believe prudent recycling of capital by disposing of non-core and non-strategic assets enhances stockholder value over the long-term. Accordingly, we sold 20 properties resulting in a net gain of $5.0 million and reinvested the net proceeds of $33.6 million in the development and construction of new assets.

        We have adhered to a disciplined investment underwriting policy and do not make investments in assets believed by management to be overpriced. This disciplined investment policy has allowed us to weather the challenging economic environmentenvironments and positioned us well to take advantage of investment opportunities. We believe in today's environment of above historic average real estate values compressing investment spreads, a better risk adjusted return for our company is to develop new properties at costs significantly below current per unit/bed market values. Accordingly, we continued to explore and underwrite development opportunities in 2014.

        Also, weWe also have continued our marketing strategy designed to enhance awareness of our company among local and regional operators of skilled nursing, assisted living, independent living and memory care properties in certain states. The marketing campaign highlights our low-levered balance sheet, our access to capital to invest, our ability and interest in doing small transactions and development, our strong but small management team and our many years in the industry. Additionally in 2014, we enhanced our brand recognition with a new logo design and website.

        As a result of these efforts, in 20132014 we grew substantially by fundingoriginating a mortgage loan of approximately $124.4$3.0 million, purchasing real estate assets of approximately $15.6$9.8 million, excluding transaction fees, and provided $45.0providing $12.2 million of investmentdevelopment commitments, including the purchase of land. Also during 2013,in 2014, we completed and opened a 120-bed143-bed skilled nursing propertycenter in Texas,Kentucky, a 60-unit106-bed skilled nursing center in Wisconsin, two memory care propertycommunities in Colorado (one with 60 units and a 77-unitone with 48 units), and an 80-unit combination assisted living and memory care propertycommunity in Kansas.Texas. We completed the expansion and renovation of three assisted living and memory care communities in Colorado, the renovation of two skilled nursing centers in New Mexico and the renovation of a skilled nursing center in Florida. Our 20132014 year-over-year revenue growth was 13.5%13.3% and our year-over-year normalized funds from operations⁽¹⁾ growth was 14.8%12.8%.

        In addition,        We continue to maintain a conservative capital structure with debt to enterprise value of 15.4% and debt to normalized EBITDA⁽¹⁾ of 2.6x at December 31, 2014. During the year, we sold 4,025,000$30.0 million of 4.5% senior unsecured notes with a 12-year maturity. Additionally, we sold 600,000 shares of commoncommons stock in a public offeringregistered direct placement at a price of $44.50 per share, before fees and costs of $7.7 million, and received$41.50 resulting in net proceeds of $171.4$24.6 million. We also sold 8-year 3.99% senior unsecured term notes in the amount of $70.0 million.

        Finally, as the stock performance graph in our 2014 Annual Report on Form 10-K for 2013 shows, $100 invested in LTC common stock on December 31, 20082009 would be worth $234.75$212.64 on December 31, 2013,2014, as compared to $214.56$218.16 from a like investment in the NAREIT Equity REIT Index, or $228.19$205.14 in the Standard & Poors 500 Stock Index.

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A reconciliation of certain non-GAAP financial measures to their most directly comparable GAAP measures is presented in Appendix A to this proxy statement.