UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
| (Address of principal executive offices, including zip code) |
(
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 (the “Annual Meeting”) of Ventas, Inc. (the “Company”) was held on April 27, 2022. Represented at the Annual Meeting were 356,871,950 shares, or 89%, of the Company’s 399,549,265 shares of common stock outstanding and entitled to vote at the Annual Meeting.
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 March 29, 2022.
Proposal 1: To elect 11 directors to terms expiring at the 2023 Annual Meeting of Stockholders
| Nominee | Votes For | Votes Withheld | ||||||
| Melody C. Barnes | 338,648,734 | 4,742,851 | ||||||
| Debra A. Cafaro | 307,916,419 | 35,475,166 | ||||||
| Michael J. Embler | 310,725,070 | 32,666,515 | ||||||
| Matthew J. Lustig | 336,639,704 | 6,751,881 | ||||||
| Roxanne M. Martino | 331,690,722 | 11,700,863 | ||||||
| Marguerite M. Nader | 340,769,848 | 2,621,737 | ||||||
| Sean P. Nolan | 325,157,710 | 18,233,875 | ||||||
| Walter C. Rakowich | 338,755,117 | 4,436,468 | ||||||
| Robert D. Reed | 336,228,690 | 7,162,895 | ||||||
| James D. Shelton | 282,240,363 | 59,236,108 | ||||||
| Maurice S. Smith | 340,704,408 | 2,687,177 | ||||||
Proposal 2: To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers
| Votes For | Votes Against | Votes Abstained | Broker Non-Vote | |||||||||||
| 167,788,818 | 157,398,634 | 18,204,122 | 13,480,376 | |||||||||||
Proposal 3: To approve the Ventas, Inc. 2022 Incentive Plan
| Votes For | Votes Against | Votes Abstained | Broker Non-Vote | |||||||||||
| 322,237,110 | 20,260,594 | 893,870 | 13,480,376 | |||||||||||
Proposal 4: To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year
| Votes For | Votes Against | Votes Abstained | Broker Non-Vote | |||||||||||
| 354,821,091 | 1,447,702 | 603,157 | — | |||||||||||
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 hereunto duly authorized.
| VENTAS, INC. | ||
| By | /s/ Carey S. Roberts | |
| Carey S. Roberts | ||
| Executive Vice President, General Counsel and Ethics and Compliance Officer | ||
Date: May 2, 2022