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EX-99.1 - EXHIBIT 99.1 - VENTAS INCa51807276_ex991.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 15, 2018

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))

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 15, 2018.

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 2, 2018:

1.            The election of nine directors to terms expiring at the 2019 Annual Meeting of Stockholders.

Nominee   For   Against   Abstain   Broker
Non-Votes
Melody C. Barnes 281,376,949 1,363,340 397,006 40,826,048
Debra A. Cafaro 256,418,373 8,451,016 18,267,906 40,826,048
Jay M. Gellert 272,305,660 10,416,852 414,783 40,826,048
Richard I. Gilchrist 280,453,335 2,270,932 413,028 40,826,048
Matthew J. Lustig 281,791,993 924,747 420,555 40,826,048
Roxanne M. Martino 280,528,298 2,210,319 398,678 40,286,048
Walter C. Rakowich 281,349,008 1,374,043 414,244 40,826,048
Robert D. Reed 281,113,161 1,614,207 409,927 40,826,048
James D. Shelton 261,924,228 20,802,282 410,785 40,826,048

2.        The ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2018.

For   Against   Abstain   Broker Non-Votes
322,282,846 1,067,342 613,155

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

For   Against   Abstain   Broker Non-Votes
167,573,596 114,704,636 859,063 40,826,048

Item 8.01.

Other Events.

On May 16, 2018, the Company announced that its Board of Directors declared a regular quarterly dividend of $0.79 per share, payable in cash on July 12, 2018 to stockholders of record on July 2, 2018.  The dividend is the second quarterly installment of the Company’s 2018 annual dividend.


A copy of the press release issued by the Company on May 16, 2018 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 16, 2018.


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 16, 2018 By:

/s/ T. Richard Riney

T. Richard Riney

Executive Vice President, Chief

Administrative Officer, General

Counsel and Ethics and Compliance
Officer


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