Ventas, Inc 8-K, filed May 2, 2022
Ventas, Inc. (VTR)
About this 8-K
Ventas, Inc filed this 8-K on May 2, 2022, reporting on events of April 27, 2022.
Items reported
- Item 5.07: Shareholder vote results
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders (the “Annual Meeting”) of Ventas, Inc. (the “Company”) was held on April 27, 2022. Represented at the Annual Meeting were 356,871,950 shares, or 89%, of the Company’s 399,549,265 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 March 29, 2022.
Proposal 1: To elect 11 directors to terms expiring at the 2023 Annual Meeting of Stockholders
| Nominee | Votes For | Votes Withheld | ||||||
| Melody C. Barnes | 338,648,734 | 4,742,851 | ||||||
| Debra A. Cafaro | 307,916,419 | 35,475,166 | ||||||
| Michael J. Embler | 310,725,070 | 32,666,515 | ||||||
| Matthew J. Lustig | 336,639,704 | 6,751,881 | ||||||
| Roxanne M. Martino | 331,690,722 | 11,700,863 | ||||||
| Marguerite M. Nader | 340,769,848 | 2,621,737 | ||||||
| Sean P. Nolan | 325,157,710 | 18,233,875 | ||||||
| Walter C. Rakowich | 338,755,117 | 4,436,468 | ||||||
| Robert D. Reed | 336,228,690 | 7,162,895 | ||||||
| James D. Shelton | 282,240,363 | 59,236,108 | ||||||
| Maurice S. Smith | 340,704,408 | 2,687,177 | ||||||
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-Vote | |||||||||||
| 167,788,818 | 157,398,634 | 18,204,122 | 13,480,376 | |||||||||||
Proposal 3: To approve the Ventas, Inc. 2022 Incentive Plan
| Votes For | Votes Against | Votes Abstained | Broker Non-Vote | |||||||||||
| 322,237,110 | 20,260,594 | 893,870 | 13,480,376 | |||||||||||
Proposal 4: To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year
| Votes For | Votes Against | Votes Abstained | Broker Non-Vote | |||||||||||
| 354,821,091 | 1,447,702 | 603,157 | — | |||||||||||
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 2, 2022