8-K 1 a51984964.htm VENTAS, INC. 8-K
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