Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Ventas, Inc. ("we," "us," "our," the "Company" and other similar terms) has
announced that J. Justin Hutchens, current Executive Vice President, Senior
Housing, has been appointed to the additional role of Chief Investment Officer,
effective as of January 23, 2023. In his expanded role, Mr. Hutchens will be
responsible for the Company's capital allocation strategy and execution across
the enterprise, in addition to his current responsibility for the Company's
Senior Housing portfolio. John D. Cobb stepped down as Executive Vice President
and Chief Investment Officer, also effective as of January 23, 2023. In order to
assist with the transition, Mr. Cobb will continue to be employed by the Company
in an advisory role through February 15, 2023.
In connection with Mr. Cobb's separation from employment, the Company and Mr.
Cobb have entered into a separation agreement, dated as of January 21, 2023. The
separation agreement provides that Mr. Cobb will continue to be employed by the
Company in an advisory role during a transition period that extends through
February 15, 2023, during which time he will receive base salary at his current
rate and will continue to vest in his outstanding equity awards. The
Compensation Committee of the Company's Board of Directors has determined that
Mr. Cobb's separation from employment at the end of the transition period will
constitute a termination of employment without cause under his employee
protection and noncompetition agreement, which entitles Mr. Cobb to receive the
termination benefits set forth in such agreement and his equity award agreements
and otherwise consistent with the Company's standard practices. As required as a
condition to his receipt of such termination benefits, Mr. Cobb is providing a
general release of claims in favor of the Company.
The separation agreement also provides that each of Mr. Cobb's outstanding and
vested stock option awards will remain exercisable until the expiration of its
original term. Mr. Cobb has agreed to an extension of the standard
non-solicitation and non-hire covenant set forth in his employee protection and
noncompetition agreement from 12 months to 18 months following the termination
of his employment. He is also otherwise committing to comply with the
post-employment restrictive covenants set forth in such agreement.
Item 8.01 Other Events.
A copy of the press release issued by the Company on January 23, 2023 regarding
this executive transition is attached to this Current Report on Form 8-K as
Exhibit 99.1 and incorporated herein by reference.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K 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. These forward-looking
statements include, among others, statements of expectations, beliefs, future
plans and strategies, anticipated results from operations and developments and
other matters that are not historical facts. Forward-looking statements include,
among other things, statements regarding our and our officers' intent, belief or
expectation as identified by the use of words such as "may," "will," "project,"
"expect," "believe," "intend," "anticipate," "seek," "target," "forecast,"
"plan," "potential," "opportunity," "estimate," "could," "would," "should" and
other comparable and derivative terms or the negatives thereof.
Forward-looking statements are based on management's beliefs as well as on a
number of assumptions concerning future events. You should not put undue
reliance on these forward-looking statements, which are not a guarantee of
performance and are subject to a number of uncertainties and other factors that
could cause actual events or results to differ materially from those expressed
or implied by the forward-looking statements. We do not undertake a duty to
update these forward-looking statements, which speak only as of the date on
which they are made. You are urged to carefully review the disclosures we make
concerning risks and uncertainties that may affect our business and future
financial performance, including those made below and in our filings with the
Securities and Exchange Commission, such as in the sections titled "Cautionary
Statements - Summary Risk Factors," "Risk Factors" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in our Annual
Report on Form 10-K for the year ended December 31, 2021 and "Risk Factors" in
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
Certain factors that could affect our future results and our ability to achieve
our stated goals include, but are not limited to: (a) the impact of the ongoing
COVID-19 pandemic and its extended consequences, including of any variants, on
our revenue, level of profitability, liquidity and overall risk exposure and the
implementation and impact of regulations related to the CARES Act and other
stimulus legislation and any future COVID-19 relief measures; (b) our ability to
achieve the anticipated benefits and synergies from, and effectively integrate,
our acquisitions and investments, including our acquisition of New Senior
Investment Group Inc.; (c) our exposure and the exposure of our tenants,
managers and borrowers to complex healthcare and other regulation and the
challenges and expense associated with complying with such regulation; (d) the
potential for significant general and commercial claims, legal actions,
regulatory proceedings or enforcement actions that could subject us or our
tenants, managers or borrowers to increased operating costs and uninsured
liabilities; (e) the impact of market and general economic conditions, including
economic and financial market events, inflation, changes in interest rates and
exchange rates, supply chain pressures, events that affect consumer confidence,
our occupancy rates and resident fee revenues, and the actual and perceived
state of the real estate markets, labor markets and public capital markets; (f)
our ability, and the ability of our tenants, managers and borrowers, to navigate
the trends impacting our or their businesses and the industries in which we or
they operate; (g) the risk of bankruptcy, insolvency or financial deterioration
of our tenants, managers, borrowers and other obligors which may, among other
things, have an adverse impact on our financial results and result in
recognition of impairments in our reserves, allowances or credit losses in
connection therewith and the risk of our ability to foreclose successfully on
the collateral securing our loans and other investments in the event of a
borrower default; (h) our ability to identify and consummate future investments
in or dispositions of healthcare assets and effectively manage our portfolio
opportunities and our investments in co-investment vehicles, joint ventures and
minority interests; (i) risks related to development, redevelopment and
construction projects, including costs associated with inflation, rising
interest rates, labor conditions and supply chain pressures; (j) our ability to
attract and retain talented employees; (k) the limitations and significant
requirements imposed upon our business as a result of our status as a REIT and
the adverse consequences (including the possible loss of our status as a REIT)
that would result if we are not able to comply; (l) the risk of changes in
healthcare law or regulation or in tax laws, guidance and interpretations,
particularly as applied to REITs, that could adversely affect us or our tenants,
managers or borrowers; (m) increases in our borrowing costs as a result of
becoming more leveraged, rising interest rates and the phasing out of LIBOR
rates; (n) our reliance on third parties to operate a majority of our assets and
our limited control and influence over such operations and results; (o) our
dependency on a limited number of tenants and managers for a significant portion
of our revenues and operating income; (p) the adequacy of insurance coverage
provided by our policies and policies maintained by our tenants, managers or
other counterparties; (q) the occurrence of cyber incidents that could disrupt
our operations, result in the loss of confidential information or damage our
business relationships and reputation; (r) the impact of merger, acquisition and
investment activity in the healthcare industry or otherwise affecting our
tenants, managers or borrowers; (s) disruptions to the management and operations
of our business and the uncertainties caused by activist investors; and (t) the
risk of catastrophic or extreme weather and other natural events and the
physical effects of climate change.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Description
99.1 Press Release, dated January 23, 2023
104 Cover Page Interactive Data File (formatted as inline XBRL)
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