UNITED
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 4, 2024, James D. (“Denny”) Shelton advised the Board of Directors (the “Board”) of Ventas, Inc. (we,” “us,” “our,” “Company” and other similar terms) that he will not stand for re-election as a director of the Company at the 2024 annual meeting of stockholders (the “2024 Annual Meeting”). Mr. Shelton currently serves as the Company’s Lead Independent Director and is a member of the Compensation Committee and the Nominating, Governance and Corporate Responsibility Committee of the Board. Mr. Shelton’s decision to pursue retirement follows 16 years of service on the Board and various Board committees and is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies, or practices. The Board and the Company are grateful for Mr. Shelton’s service and wish him well following his retirement from the Board. The Board has unanimously appointed Roxanne Martino, a director since 2016 and former CEO of Aurora Investment Management, as Lead Independent Director, effective following the 2024 Annual Meeting.
Item 8.01 Other Events.
On March 4, 2024, the Company issued a press release announcing Mr. Shelton’s retirement from the Board and Ms. Martino’s appointment as Lead Independent Director. A copy of the press release 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 on Director Retirement, dated March 4, 2024 | |
| 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: March 4, 2024 | By: | /s/ Carey S. Roberts |
| Carey S. Roberts | ||
| Executive Vice President, General Counsel and Ethics and Compliance Officer | ||