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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

As described under "Majority Voting"“Majority Voting” on page 2 of this proxy statement, a majority of the votes cast is required for the election of each director in an uncontested election, which is the case at the 20152018 Annual Meeting. A majority of the votes cast means that the number of votes cast FOR a nominee must exceed the number of votes cast AGAINST that nominee. For purposes of the vote on Proposal 1, abstentions and broker non-votesnon‑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'sBoard’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'DIRECTORS’ NOMINEES FOR DIRECTOR.

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:

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



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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.



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



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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.



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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:

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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



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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:

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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:

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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;

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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:

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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 3
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'sLTC’s consolidated financial statements for the year ending December 31, 2015.2018. Ernst & Young LLP served as our independent registered public accounting firm during 20142017 and also provided certain tax services as described in the Independent Registered Public Accounting Firm Fees and Services section of this proxy statement. A representative of Ernst & Young LLP is expected to be present at the 20152018 Annual Meeting.

Although ratification is not required by our company'scompany’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 our 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, 20152018 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’S

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR THE YEAR ENDING DECEMBER 31, 2018.

PROPOSAL 3

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 5, 2017, 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.

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 2017 financial performance was characterized by growth in assets, revenues, and normalized funds from operations, as well as, increased liquidity. As also described in the CD&A section, our Annual Cash Bonus Incentive Plan provides for 50% of the bonus opportunity for participating executives to be 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 2017, approximately 60% of total named executive officer compensation was in the form of long-term incentive awards.

Please see the CD&A (and in particular its “Executive Summary” on page 13) and the Summary Compensation Table sections of this proxy statement for further details regarding our executive compensation decisions for 2017 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 2018 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 2018 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.

For purposes of the vote on Proposal 3, abstentions and broker non-votesnon‑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 THE NAMED EXECUTIVE OFFICERS,

AS DISCLOSED IN THIS PROXY STATEMENT.

EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

20142017 Business Highlights

        2014 represented a yearIn 2017, we focused on capitalizing on opportunities forcapturing long-term growth opportunities 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 adheredadhere to a disciplined investment underwriting policy and do not make investments in assets believed bythat management believes may be mispriced relative to be overpriced.the value of the assets to our operator and to the company. This disciplined investment policy has allowed us to weather challenging economic environments and positioned us well to take advantage of new investment opportunities. We believe in today's environment of above historic averageIn addition to real estate values compressing investment spreads, a better risk adjusted return for our company is to developacquisitions, mortgage originations, mezzanine loan originations and joint venture investments, in certain circumstances, we have focused on developing new properties at costs significantly below current per unit/bed market values. Accordingly, we continued to explore and underwrite development opportunities in 2014.

We also have continued ourconduct marketing strategy designedactivities to enhance awareness of our company among local and regional operators of skilled nursing, assisted living, independent living and memory care properties, particularly in certain states. The marketing campaign highlights our low-leveredsupport and commitment to provide financing to operators in these property classes, our strong balance sheet, our access to capital, to invest, our ability and interest in doing smallfocus on smaller size off-market 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 20142017, we grew by originating a mortgage loanunderwrote $103.5 million in new investments consisting of approximately $3.0$81.0 million purchasingin real estate assets of approximately $9.8acquisitions, and $22.5 million excluding transaction fees, and providing $12.2 million ofin development commitments, including the purchase of land. Also in 2014,2017, we completed and opened a  143-bed skilled nursing center in Kentucky, a 106-bed skilled nursing center in Wisconsin, two memory care communities in Colorado (one with 60 units and one with 48 units), and an 80-unit combination assisted living and66-unit memory care community in Texas. Weand 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 120-bed skilled nursing center. We believe new investments are important for our continued growth and future profitability. 

During 2017, we sold $100.0 million of 15-year senior unsecured notes at fixed rates of 4.5%. Additionally, we sold 312,881 shares of common stock under our equity distribution agreements at an average gross price of $47.42 per share resulting in net proceeds of $14.6 million. At December 31, 2017, we had cash on hand of $5.2 million, $503.5 million available for borrowing under our unsecured revolving line of credit, $63.7 million available under our shelf agreement with Prudential Investment Management, Inc. and $185.2 million available under our equity distribution agreements.  

During 2017, we identified opportunities to recycle capital on assets that are no longer core or strategic. Accordingly, during 2017, we sold five assisted living communities with a carrying value of $10.1 million for an aggregate price of $15.7 million. As a result of this sale, we raised $14.9 million in net proceeds and recognized a net gain on sale of $5.0 million. Furthermore, we donated an 85-unit skilled nursing center in Florida. with a carrying value of $1.2 million to a nonprofit health care provider.    

Our 20142017 year-over-year revenue growth was 13.3%4.0% and our year-over-year normalized funds from operations⁽¹⁾ growth was 12.8%4.1%.

Funds from operations (“FFO”) is used by the company as a supplemental measure of operating performance and normalized FFO allows our management to compare the company’s operating performance against other REITs and across time periods on a consistent basis. We also continue to maintain a conservative capital structure with low debt evidenced by our debt to enterprise value of 15.4%28.0% and debt to annualized normalized EBITDA⁽¹⁾ of 2.6x4.3x at December 31, 2014. During2017. Additionally, as an added measure of conservatism, we seek to match our debt maturities to our annual projected free cash flow thereby minimizing our exposure to refinancing risk. We believe our low debt levels and ample liquidity provide us with financing flexibility and allows us to opportunistically access the year, we sold $30.0 million of 4.5% senior unsecured notes with a 12-year maturity. Additionally, we sold 600,000 shares of commons stockcapital markets at favorable rates. For more information about normalized FFO, debt to enterprise value, and annualized normalized EBITDA, refer to the non-GAAP reconciliation in a registered direct placement at a price of $41.50 resulting in net proceeds of $24.6 million.the Appendix to this proxy statement. 

Finally, as the stock performance graph in our 20142017 Annual Report on Form 10-K shows, $100 invested in LTC common stock on December 31, 20092012 would be worth $212.64$157.69 on December 31, 2014, as compared to $218.162017,  which is in line with $157.14 from a like investment in the NAREIT Equity REIT Index, or $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.

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        In determining annual incentives and bonuses, the Compensation Committee evaluates the performance of our company for the year compared to other real estate investment trusts and the overall market. Accomplishments in 2014 included the following:

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Re-leased 20 properties at rates similar to existing rates under the expiring leases;



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Sold 20 properties resulting in a net gain of $5.0 million;



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Purchased a 48-unit memory care community in Colorado;

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Table of 4.5% senior unsecured notes, increased our unsecured line of credit commitments while reducing our pricing grid and the completion of two skilled nursing centers, two memory care communities and a combination assisted living and memory care property.Contents