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) | (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:
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 12, 2022, Sumit Roy, President & Chief Executive Officer at Realty Income Corporation, was appointed as an independent director to the Board of Directors (the “Board”) of Ventas, Inc. (“we,” “us,” “our,” “Company” and other similar terms) effective October 1, 2022.
Mr. Roy is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Roy and any other persons pursuant to which he was selected as a director. Mr. Roy will serve on the Investment Committee of the Board. Mr. Roy will participate in the compensation arrangements for non-employee directors, including receiving an initial award of shares of restricted stock upon appointment, as described in the Company’s 2022 proxy statement filed with the U.S. Securities and Exchange Commission on March 29, 2022.
On September 12, 2022, Robert D. Reed, a director of the Company, advised the Board that he will not stand for re-election as a director of the Company at the 2023 annual meeting of stockholders. Mr. Reed currently serves as a member of the Nominating, Governance and Corporate Responsibility Committee and Investment Committee of the Board. Mr. Reed's decision not to stand for re-election did not involve any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
Item 8.01 Other Events.
A copy of the press release issued by the Company on September 12, regarding the appointment of Mr. Roy to the Board is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated September 12, 2022 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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. | ||
| Date: September 12, 2022 | By: | /s/ Carey S. Roberts |
| Carey S. Roberts | ||
| Executive Vice President, General Counsel and Ethics and Compliance Officer | ||