8-K
Ventas, Inc. (VTR)
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): January 21, 2023
Ventas, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-10989 | 61-1055020 |
|---|---|---|
| (State or Other Jurisdiction<br> of Incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on whichregistered |
|---|---|---|
| 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 5.02 Departure of Directors or Certain Officers; Election ofDirectors; 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-LookingStatements
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.
Item9.01. 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) |
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: January 25, 2023 | By: | /s/ Carey S. Roberts |
| Carey S. Roberts | ||
| Executive Vice President, General Counsel and Ethics and Compliance Officer |
Exhibit 99.1
| Ventas, Inc. | 353 North Clark Street, Suite 3300 | Chicago, Illinois 60654 | (877) 4-VENTAS | www.ventasreit.com |
|---|
Ventas Appoints J. Justin Hutchens,Executive Vice President, Senior Housing, to Additional Role of Chief Investment Officer
CHICAGO– January 23, 2023 – Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today announced that J. Justin Hutchens, Executive Vice President, Senior Housing, has been appointed to the additional role of Chief Investment Officer, effective immediately. In his expanded role, Hutchens will be responsible for Ventas’s capital allocation strategy and execution across the enterprise in addition to his current responsibility for the Company’s Senior Housing portfolio. He will oversee both the Senior Housing and Investments teams and continue to report directly to Ventas Chairman and CEO Debra A. Cafaro.
“Through his exceptional leadership of our Senior Housing business over the past three years, Justin has proven to be an invaluable member of the Ventas executive team. By combining the CIO and EVP, Senior Housing roles, we are streamlining our executive management structure and enhancing the connection between our investment activity and business operations,” said Cafaro. “We look forward to growing the Company in our strategic capital allocation priority areas of senior housing and life science, research & innovation, and we are confident that Justin, supported by our deep and experienced Investments team, will continue our long history of value creation.”
With more than 25 years of experience in both REITs and senior housing, Hutchens has significant investment and capital allocation expertise and a record of proven success. He has led Ventas’s Senior Housing business since joining the Company in early 2020, with responsibility for more than 800 communities representing nearly half of the Company’s portfolio. Hutchens previously served as President and Chief Investment Officer of HCP (NYSE: PEAK) and Chief Executive Officer and President of National Health Investors (NYSE: NHI). Hutchens joined Ventas from HC-One, the UK’s largest care homes operator with over 325 locations and over 22,000 employees, where he served as Chief Executive Officer from 2017 to 2020.
“I am honored to take on this expanded role at an exciting time for Ventas,” said Hutchens. “Ventas has a long and successful investment track record of value creation across a diverse set of asset classes benefitting all stakeholders. I am excited to combine my operations and investments experience, leverage our Ventas Operational Insights (OI)™ platform of data and experiential insights to inform our senior housing investment activity and deploy additional data analytics capabilities to our life science, research & innovation, medical office and other investment focus areas. I look forward to working with the Ventas Investments team as we grow.”
Hutchens will assume the responsibilities of John D. Cobb, who will be leaving the Company. Cobb has agreed to remain at the Company as a strategic advisor through mid-February.
Cafaro continued, “On behalf of Ventas, I would like to extend my gratitude to John for his more than 12 years of service and his impressive contributions to the Company’s success. John played an important role in building our best-in-class investments platform and shaping Ventas’s diversified and high-performing portfolio. We wish him every continued success.”
About Ventas
Ventas Inc., an S&P 500 company, operates at the intersection of two large and dynamic industries – healthcare and real estate. Fueled by powerful demographic demand from growth in the aging population, Ventas owns a diversified portfolio of over 1,200 properties in the United States, Canada, and the United Kingdom. Ventas uses the power of its capital to unlock the value of senior living communities; life science, research & innovation properties; medical office & outpatient facilities, hospitals and other healthcare real estate. A globally-recognized real estate investment trust, Ventas follows a successful long-term strategy, proven over more than 20 years, built on diversification of property types, capital sources and industry leading partners, financial strength and flexibility, consistent and reliable growth and industry leading ESG achievements, managed by a collaborative and experienced team dedicated to its stakeholders.
Contact
Media
media@ventasreit.com
(877) 4-VENTAS
Investor Relations
BJ Grant
(877) 4-VENTAS