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8-K - 8-K - Ventas, Inc. | a13-12699_18k.htm |
Ventas, Inc. 353 North Clark Street, Suite 3300 Chicago, Illinois 60654 (877) 4-VENTAS www.ventasreit.com
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Lori B. Wittman |
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(877) 4-VENTAS |
VENTAS DECLARES REGULAR QUARTERLY DIVIDEND OF $0.67 PER SHARE
Company Announces 2013 Annual Meeting Results; Board Re-Appoints Leadership
CHICAGO, IL (May 17, 2013) Ventas, Inc. (NYSE: VTR) (Ventas or the Company) said today that its Board of Directors declared a regular quarterly dividend of $0.67 per share, payable in cash on June 28, 2013 to stockholders of record on June 5, 2013. The dividend is the second quarterly installment of the Companys 2013 annual dividend.
2013 ANNUAL MEETING RESULTS
At Ventass Annual Meeting of Stockholders on Thursday, May 16, stockholders voted to re-elect all eleven of the Companys director-nominees to new one-year terms: Debra A. Cafaro, Douglas Crocker II, Ronald G. Geary, Jay M. Gellert, Richard I. Gilchrist, Matthew J. Lustig, Douglas M. Pasquale, Robert D. Reed, Sheli Z. Rosenberg, Glenn J. Rufrano, and James D. Shelton. Stockholders also ratified the selection of Ernst & Young LLP as the Companys independent registered public accounting firm for 2013 and approved, on an advisory basis, the Companys executive compensation.
In addition, stockholders strongly supported the Boards recommendations and rejected by a significant majority all three stockholder proposals presented at the Annual Meeting. As previously disclosed, a fourth stockholder proposal was withdrawn prior to the Annual Meeting and no votes were tabulated with respect thereto.
BOARD RE-APPOINTS LEADERSHIP
Ventas also said today that, following stockholders vote in favor of the Companys existing leadership structure, the Board re-appointed Ms. Cafaro, the Companys Chief Executive Officer, to serve as Chairman. Consistent with the Companys commitment to strong corporate governance, the Board also re-appointed Mr. Crocker, an independent director, as the Companys presiding director to chair executive sessions of the Board and otherwise act as a liaison between the independent members of the Board and the Companys management.
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Ventas, Inc., an S&P 500 company, is a leading real estate investment trust. Its diverse portfolio of more than 1,400 assets in 47 states (including the District of Columbia) and two Canadian provinces consists of seniors housing communities, skilled nursing facilities, hospitals, medical office buildings and other properties. Through its Lillibridge subsidiary, Ventas provides management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. More information about Ventas and Lillibridge can be found at www.ventasreit.com and www.lillibridge.com.
This press release 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. All statements regarding the Companys or its tenants, operators, borrowers or managers expected future financial condition, results of operations, cash flows, funds from operations, dividends and dividend plans, financing opportunities and plans, capital markets transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, merger integration, growth opportunities, expected lease income, continued qualification as a real estate investment trust (REIT), plans and objectives of management for future operations and statements that include words such as anticipate, if, believe, plan, estimate, expect, intend, may, could, should, will and other similar expressions are forward-looking statements. These forward-looking statements are inherently uncertain, and actual results may differ from the Companys expectations. The Company does not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made.
The Companys actual future results and trends may differ materially from expectations depending on a variety of factors discussed in the Companys filings with the Securities and Exchange Commission. These factors include without limitation: (a) the ability and willingness of the Companys tenants, operators, borrowers, managers and other third parties to satisfy their obligations under their respective contractual arrangements with the Company, including, in some cases, their obligations to indemnify, defend and hold harmless the Company from and against various claims, litigation and liabilities; (b) the ability of the Companys tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities and other indebtedness; (c) the Companys success in implementing its business strategy and the Companys ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments, including investments in different asset types and outside the United States; (d) macroeconomic conditions such as a disruption of or lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations, and changes in the federal budget resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates; (e) the nature and extent of future competition; (f) the extent of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (g) increases in the Companys borrowing costs as a result of changes in interest rates and other factors; (h) the ability of the Companys operators and managers, as applicable, to comply with laws, rules and regulations in the operation of the Companys properties, to deliver high quality services, to attract and retain qualified personnel and to attract residents and patients; (i) changes in general economic conditions or economic conditions in the markets in which the Company may, from time to time, compete, and the effect of those changes on the Companys revenues, earnings and funding sources; (j) the Companys ability to pay down, refinance, restructure or extend its indebtedness as it becomes due; (k) the Companys ability and willingness to maintain its qualification as a REIT due to economic, market, legal, tax or other considerations; (l) final determination of the Companys taxable net income for the year ended December 31, 2012 and for the year ending December 31, 2013; (m) the ability and willingness of the Companys tenants to renew their leases with the Company upon expiration of the leases, the Companys ability to reposition its properties on the same or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant; (n) risks associated with the Companys senior living operating portfolio, such as factors that can cause volatility in the Companys operating income and earnings generated by those properties, including without limitation national and regional economic conditions, costs of food, materials, energy, labor and services, employee benefit costs, insurance costs and professional and general liability claims, and the timely delivery of accurate property-level financial results for those properties; (o) changes in U.S. and Canadian currency exchange rates; (p) year-over-year changes in the Consumer Price Index and the effect of those changes on the rent escalators contained in the Companys leases, including the rent escalators for two of the Companys master lease agreements with Kindred Healthcare, Inc., and the Companys earnings; (q) the Companys ability and the ability of its tenants, operators, borrowers and managers to obtain and maintain adequate property, liability and other insurance from reputable, financially stable providers; (r) the impact of increased operating costs and uninsured professional liability claims on the liquidity, financial condition and results of operations of the Companys tenants, operators, borrowers and managers, and the ability of the Companys tenants, operators, borrowers and managers to accurately estimate the magnitude of
those claims; (s) risks associated with the Companys medical office building (MOB) portfolio and operations, including the Companys ability to successfully design, develop and manage MOBs, to accurately estimate its costs in fixed fee-for-service projects and to retain key personnel; (t) the ability of the hospitals on or near whose campuses the Companys MOBs are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups; (u) the Companys ability to build, maintain and expand its relationships with existing and prospective hospital and health system clients; (v) risks associated with the Companys investments in joint ventures and unconsolidated entities, including its lack of sole decision-making authority and its reliance on its joint venture partners financial condition; (w) the impact of market or issuer events on the liquidity or value of the Companys investments in marketable securities; (x) merger and acquisition activity in the healthcare and seniors housing industries resulting in a change of control of, or a competitors investment in, one or more of the Companys tenants, operators, borrowers or managers or significant changes in the senior management of the Companys tenants, operators, borrowers or managers; and (y) the impact of litigation or any financial, accounting, legal or regulatory issues that may affect the Company or its tenants, operators, borrowers or managers. Many of these factors are beyond the control of the Company and its management.
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