Ventas : Submission of Matters to a Vote of Security Holders - Form 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 16, 2023

Ventas, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-10989		61-1055020
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

353 N. Clark Street, Suite 3300 Chicago, Illinois60654

(Address of principal executive offices, including zip code)

[phone]

(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):

¨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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.25 par value		VTR		New York Stock Exchange

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 16, 2023. Represented at the Annual Meeting were 368,393,266 shares, or 92.08%, of the Company's 400,053,497 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 April 5, 2023.

Proposal 1:

To elect 11 directors to terms expiring at the 2024 Annual Meeting of Stockholders

Nominees of the Company:

Nominee		Votes For			Votes Against			Votes Abstained			Broker Non-Votes
Melody C. Barnes			325,495,256				22,514,559				194,721				20,188,730
Debra A. Cafaro			302,617,333				26,951,632				18,635,571				20,188,730
Michael J. Embler			346,159,928				1,836,962				207,646				20,188,730
Matthew J. Lustig			342,596,758				5,401,958				205,820				20,188,730
Roxanne M. Martino			339,893,092				8,115,773				195,671				20,188,730
Marguerite M. Nader			344,144,467				3,864,381				195,688				20,188,730
Sean P. Nolan			320,733,908				27,263,834				206,794				20,188,730
Walter C. Rakowich			344,027,729				3,912,792				264,015				20,188,730
Sumit Roy			346,254,015				1,741,416				209,105				20,188,730
James D. Shelton			328,343,986				19,657,402				203,148				20,188,730
Maurice S. Smith			345,336,666				2,663,170				204,700				20,188,730

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-Votes
315,522,342		32,105,670		576,524		20,188,730

Proposal 3:

To recommend, on an advisory basis, the frequency of future advisory votes on the compensation of the Company's Named Executive Officers

Votes for One Year		Votes for Two Years		Votes for Three Years		Votes Abstained		Broker Non-Votes
337,904,525		250,062		9,826,139		223,810		20,188,730

Proposal 4:

To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the 2023 fiscal year

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
366,559,141		1,537,654		296,471		0

On May 16, 2023, following the Registrant's annual meeting of shareholders, the Board of Directors adopted a resolution providing that an advisory vote on executive compensation would be presented for a vote by shareholders of the Registrant at each annual shareholder meeting until the Company next holds an advisory vote regarding the frequency of such votes.

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 19, 2023