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EX-99.1 - EXHIBIT 99.1 - Ventas, Inc.a51562092ex99_1.htm


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 18, 2017

VENTAS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware

1-10989

61-1055020

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

353 N. Clark Street, Suite 3300, Chicago, Illinois

60654

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (877) 483-6827


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:

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))


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 18, 2017.

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 4, 2017:

1.            The election of ten directors to terms expiring at the 2018 Annual Meeting of Stockholders.

Nominee  

For

  Against   Abstain   Broker
Non-Votes
Melody C. Barnes 292,508,149

     342,421

     296,799

35,481,302
Debra A. Cafaro 270,919,629

  7,388,201

14,839,539 35,481,302
Jay M. Gellert 285,685,408

  6,683,574

     778,387

35,481,302
Richard I. Gilchrist 292,129,174

     709,167

     309,028

35,481,302
Matthew J. Lustig 287,506,797

  5,253,284

     387,288

35,481,302
Roxanne M. Martino 292,555,445

     287,532

     304,392

35,481,302
Walter C. Rakowich 292,510,393

     255,578

     381,398

35,481,302
Robert D. Reed 292,533,284

     209,204

     404,881

35,481,302
Glenn J. Rufrano 292,524,171

     253,183

     370,015

35,481,302
James D. Shelton 278,152,605 14,685,162

     309,602

35,481,302

2.        The ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2017.

For   Against   Abstain  

 

Broker Non-Votes

327,502,407 639,342 486,922

3.        The approval, on an advisory basis, of the Company’s executive compensation.

For   Against   Abstain   Broker Non-Votes
278,754,681 13,695,095 697,593 35,481,302

4.       The approval, on an advisory basis, on the frequency of advisory votes on the Company’s executive compensation.

1 Year   2 Years   3 Years   Abstain
251,709,126 449,089 40,538,104 451,050

Based on these results, and consistent with the Company’s recommendation, the Company’s Board of Directors has determined that the Company will hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of such votes, which will be no later than the Company’s Annual Meeting of Stockholders in 2023.


Item 8.01.          Other Events.

On May 18, 2017, the Company announced that its Board of Directors declared a regular quarterly dividend of $0.775 per share, payable in cash on June 30, 2017 to stockholders of record on June 6, 2017.  The dividend is the second quarterly installment of the Company’s 2017 annual dividend.

A copy of the press release issued by the Company on May 18, 2017 is filed herewith as Exhibit 99.1 and incorporated in this Item 8.01 by reference.

Item 9.01.          Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired.

 
Not applicable.
 
(b)

Pro Forma Financial Information.

 
Not applicable.
 
(c)

Shell Company Transactions.

 

Not applicable.

 
(d)

Exhibits:

Exhibit

Number

 

Description

 
99.1 Press release issued by the Company on May 18, 2017.


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 thereunto duly authorized.

VENTAS, INC.

 
 
Date: May 18, 2017 By:

/s/ T. Richard Riney

T. Richard Riney

Executive Vice President, Chief

Administrative Officer, General

Counsel and Ethics and Compliance

Officer


EXHIBIT INDEX

Exhibit

Number

 

Description

 
99.1

Press release issued by the Company on May 18, 2017.