UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 14, 2019

VENTAS, INC.
(Exact Name of Registrant as Specified in Its Charter)


Delaware
1-10989
61-1055020
(State or  Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)


353 N. Clark Street, Suite 3300, Chicago, Illinois
60654
(Address of Principal Executive Offices)
(Zip Code)


Registrant’s Telephone Number, Including Area Code: (877) 483-6827


Not Applicable
Former Name or Former Address, if Changed Since Last Report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 



 Item 5.07.
Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Ventas, Inc. (the “Company”) was held on May 14, 2019.
Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.  Set forth below are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s definitive Proxy Statement, filed with the Securities and Exchange Commission on April 1, 2019:

1.
The election of nine directors to terms expiring at the 2020 Annual Meeting of Stockholders.
 
Nominee
 
For
   
Against
   
Abstain
   
Broker
Non-Votes
 
Melody C. Barnes
   
289,205,812
      403,035
      377,852      
38,948,355
 
Debra A. Cafaro
   
262,940,073
      8,948,835
     18,097,791
     
38,948,355
 
Jay M. Gellert
   
284,815,824
      4,764,758
      406,117      
38,948,355
 
Richard I. Gilchrist
   
264,370,236
      25,210,442
      406,021      
38,948,355
 
Matthew J. Lustig
   
289,135,428
      445,415
      405,856      
38,948,355
 
Roxanne M. Martino
   
285,756,404
      3,847,055
      383,240      
38,948,355
 
Walter C. Rakowich
   
289,057,991
      519,105
      409,603      
38,948,355
 
Robert D. Reed
   
286,823,043
      2,755,677
      407,979      
38,948,355
 
James D. Shelton
   
265,636,749
      23,936,627
      413,323      
38,948,355
 
 

2.
The ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2019.
 
For
 
Against
   
Abstain
   
Broker Non-Votes
 
327,547,207
   
780,492
     
607,355
     
 
 

3.
The approval, on an advisory basis, of the Company’s executive compensation.
 
For
 
Against
   
Abstain
   
Broker Non-Votes
 
247,846,135
   
41,280,474
     
860,090
     
38,948,355
 

Item 8.01.                            Other Events.
On May 15, 2019, the Company announced that its Board of Directors declared a regular quarterly dividend of $0.7925 per share, payable in cash on July 12, 2019 to stockholders of record on July 1, 2019.  The dividend is the second quarterly installment of the Company’s 2019 annual dividend.

A copy of the press release issued by the Company on May 15, 2019 is filed herewith as Exhibit 99.1 and incorporated in this Item 8.01 by reference.
Item 9.01.
Financial Statements and Exhibits.
(a)  Financial Statements of Businesses Acquired.
Not applicable.
(b)  Pro Forma Financial Information.
Not applicable.
(c)  Shell Company Transactions .
Not applicable.

(d)
Exhibits:
  Exhibit  
  Number
Description

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


VENTAS, INC.  
     
     
       
Date: May 15, 2019
By:
/s/ T. Richard Riney  
    T. Richard Riney  
    Executive Vice President, Chief  
    Administrative Officer, General  
    Counsel and Ethics and Compliance  
    Officer  

Exhibit 99.1

Ventas Declares Regular Quarterly Dividend of $0.7925 Per Share

Company Announces 2019 Annual Meeting Results; Board Re-Appoints Leadership

CHICAGO--(BUSINESS WIRE)--May 15, 2019--Ventas, Inc. (NYSE: VTR) said today that its Board of Directors (the “Board”) declared a regular quarterly dividend of $0.7925 per share, payable in cash on July 12, 2019 to stockholders of record on July 1, 2019. The dividend is the second quarterly installment of the Company’s 2019 annual dividend.

2019 ANNUAL MEETING RESULTS

At Ventas’s Annual Meeting of Stockholders held yesterday, stockholders voted to elect each of the Company’s director-nominees to new one-year terms: Melody C. Barnes, Debra A. Cafaro, Jay M. Gellert, Richard I. Gilchrist, Matthew J. Lustig, Roxanne M. Martino, Walter C. Rakowich, Robert D. Reed and James D. Shelton. Stockholders also ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2019 and approved, on an advisory basis, the Company’s executive compensation.

BOARD RE-APPOINTS LEADERSHIP

Consistent with the Company’s commitment to strong corporate governance, the Board re-appointed Mr. Shelton, an independent director, as the Company’s presiding director to chair executive sessions of the Board and otherwise act as a liaison between the independent members of the Board and the Company’s management. The Board also re-appointed Ms. Cafaro, the Company’s Chief Executive Officer, to serve as Chairman.

Ventas, Inc., an S&P 500 company, is a leading real estate investment trust. Its diverse portfolio of approximately 1,200 assets in the United States, Canada and the United Kingdom consists of seniors housing communities, medical office buildings, university-based research and innovation centers, inpatient rehabilitation and long-term acute care facilities, and health systems. Through its Lillibridge subsidiary, Ventas provides management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. References to “Ventas” or the “Company” mean Ventas, Inc. and its consolidated subsidiaries unless otherwise expressly noted. More information about Ventas and Lillibridge can be found at www.ventasreit.com and www.lillibridge.com .

The Company routinely announces material information to investors and the marketplace using press releases, Securities and Exchange Commission (“SEC”) filings, public conference calls, webcasts and the Company’s website at  www.ventasreit.com/investor-relations . The information that the Company posts to its website may be deemed to be material. Accordingly, the Company encourages investors and others interested in the Company to routinely monitor and review the information that the Company posts on its website, in addition to following the Company’s press releases, SEC filings and public conference calls and webcasts.


This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding the Company’s or its tenants’, operators’, borrowers’ or managers’ expected future financial condition, results of operations, cash flows, funds from operations, dividends and dividend plans, financing opportunities and plans, capital markets transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, merger or acquisition integration, growth opportunities, expected lease income, continued qualification as a real estate investment trust (“REIT”), plans and objectives of management for future operations and statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will” and other similar expressions are forward-looking statements. These forward-looking statements are inherently uncertain, and actual results may differ from the Company’s expectations. The Company does not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made.

The Company’s actual future results and trends may differ materially from expectations depending on a variety of factors discussed in the Company’s filings with the SEC. These factors include without limitation: (a) the ability and willingness of the Company’s tenants, operators, borrowers, managers and other third parties to satisfy their obligations under their respective contractual arrangements with the Company, including, in some cases, their obligations to indemnify, defend and hold harmless the Company from and against various claims, litigation and liabilities; (b) the ability of the Company’s tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities and other indebtedness; (c) the Company’s success in implementing its business strategy and the Company’s ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments; (d) macroeconomic conditions such as a disruption of or lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations, and changes in the federal or state budgets resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates; (e) the nature and extent of future competition, including new construction in the markets in which the Company’s seniors housing communities and medical office buildings (“MOBs”) are located; (f) the extent and effect of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (g) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors, including the potential phasing out of the London Inter-bank Offered Rate after 2021; (h) the ability of the Company’s tenants, operators and managers, as applicable, to comply with laws, rules and regulations in the operation of the Company’s properties, to deliver high-quality services, to attract and retain qualified personnel and to attract residents and patients; (i) changes in general economic conditions or economic conditions in the markets in which the Company may, from time to time, compete, and the effect of those changes on the Company’s revenues, earnings and funding sources; (j) the Company’s ability to pay down, refinance, restructure or extend its indebtedness as it becomes due; (k) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; (l) final determination of the Company’s taxable net income for the year ended December 31, 2018 and for the year ending December 31, 2019; (m) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration of the leases, the Company’s ability to reposition its properties on the same or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant; (n) risks associated with the Company’s senior living operating portfolio, such as factors that can cause volatility in the Company’s operating income and earnings generated by those properties, including without limitation national and regional economic conditions, costs of food, materials, energy, labor and services, employee benefit costs, insurance costs and professional and general liability claims, and the timely delivery of accurate property-level financial results for those properties; (o) changes in exchange rates for any foreign currency in which the Company may, from time to time, conduct business; (p) year-over-year changes in the Consumer Price Index or the UK Retail Price Index and the effect of those changes on the rent escalators contained in the Company’s leases and the Company’s earnings; (q) the Company’s ability and the ability of its tenants, operators, borrowers and managers to obtain and maintain adequate property, liability and other insurance from reputable, financially stable providers; (r) the impact of damage to the Company’s properties from catastrophic weather and other natural events and the physical effects of climate change; (s) the impact of increased operating costs and uninsured professional liability claims on the Company’s liquidity, financial condition and results of operations or that of the Company’s tenants, operators, borrowers and managers, and the ability of the Company and the Company’s tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims; (t) risks associated with the Company’s MOB portfolio and operations, including the Company’s ability to successfully design, develop and manage MOBs and to retain key personnel; (u) the ability of the hospitals on or near whose campuses the Company’s MOBs are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups; (v) risks associated with the Company’s investments in joint ventures and unconsolidated entities, including its lack of sole decision-making authority and its reliance on its joint venture partners’ financial condition; (w) the Company’s ability to obtain the financial results expected from its development and redevelopment projects; (x) the impact of market or issuer events on the liquidity or value of the Company’s investments in marketable securities; (y) consolidation activity in the seniors housing and healthcare industries resulting in a change of control of, or a competitor’s investment in, one or more of the Company’s tenants, operators, borrowers or managers or significant changes in the senior management of the Company’s tenants, operators, borrowers or managers; (z) the impact of litigation or any financial, accounting, legal or regulatory issues that may affect the Company or its tenants, operators, borrowers or managers; and (aa) changes in accounting principles, or their application or interpretation, and the Company’s ability to make estimates and the assumptions underlying the estimates, which could have an effect on the Company’s earnings.

CONTACT:
Juan Sanabria
(877) 4-VENTAS