---

---

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): March 23, 2018

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

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. ⃞

---

---

On March 23, 2018, Ventas, Inc. (the “Company”) appointed Peter J. Bulgarelli as President and Chief Executive Officer, Lillibridge Healthcare Services, Inc. and Executive Vice President, Office of the Company, effective April 9, 2018 (or such earlier date before April 9, 2018 if mutually agreed) (the “Effective Date”).

Mr. Bulgarelli will succeed Todd W. Lillibridge, the Company’s current Executive Vice President, Medical Property Operations and President and Chief Executive Officer, Lillibridge Healthcare Services, Inc., who, as previously announced, entered into an Employment Transition Agreement with the Company dated July 25, 2017 (the “Transition Agreement”). Under the terms of the Transition Agreement, as of the Effective Date, Mr. Lillibridge will cease to serve the Company in his current capacity but will continue to serve the Company in a non-executive officer role as Special Advisor to the Company's Chief Executive Officer in order to ensure an orderly transition.

Mr. Bulgarelli, age 58, will join the Company following a successful 28-year career at Jones Lang LaSalle, Incorporated (“JLL”), a global professional services firm specializing in real estate, most recently leading JLL’s industry focused businesses including healthcare, life sciences and higher education, including academic medical centers. He currently serves as Executive Managing Director, Industries at JLL.  Prior to his current role, Mr. Bulgarelli was Executive Managing Director, Healthcare Solutions at JLL, where he oversaw the establishment and management of an integrated healthcare services business, one of JLL’s fastest growing businesses.  

Mr. Bulgarelli will receive an annual base salary of $450,000, subject to annual review commencing in 2019. He will initially be eligible for annual cash incentive compensation at 100% (threshold), 150% (target) and 200% (maximum) of his annual base salary and long-term incentive compensation in the form of equity at 150% (threshold), 250% (target) and 370% (maximum) of his annual base salary.  Any annual cash incentive compensation awarded to Mr. Bulgarelli for 2018 will not be prorated and will be earned at no less than the target level.

Mr. Bulgarelli will receive a non-prorated long-term equity incentive award covering the January 1, 2018 through December 31, 2020 performance period on the Effective Date (the “2018 LTIA”). The 2018 LTIA will be in the same form (60% performance-based restricted stock units and 40% time-based restricted stock units) and subject to the same terms (including performance goals and vesting schedules) as our other named executive officers, except that if Mr. Bulgarelli retires from the Company after reaching age 65 and completing 5 years of service with the Company, his (i) time-based restricted stock units will receive an additional year of vesting and (ii) performance-based restricted stock units will vest on a prorated basis, if and to the extent the performance goals have been met as of the date of such retirement.

The Company and Mr. Bulgarelli have entered into an Employee Protection and Noncompetition Agreement that subjects Mr. Bulgarelli to noncompetition, nonsolicitation and noninterference restrictions for a period of one year, as well as certain confidentiality and nondisparagement restrictions, upon termination of Mr. Bulgarelli’s employment for any reason.  The Employee Protection and Noncompetition Agreement also provides for severance if Mr. Bulgarelli’s employment is terminated by the Company without cause or by him for good reason, equal to (i) his annual base salary plus target annual cash incentive and continuation of benefits for one year (or a benefit stipend) or (ii) if such termination occurs within one year following a change in control, two and one-half times the sum of his annual base salary plus target annual cash incentive, as well as continuation of benefits for two years (or a benefit stipend).

Mr. Bulgarelli does not have any family relationship with any director or executive officer, or any person nominated to be a director or executive officer of the Company, and Mr. Bulgarelli has no interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company on March 26, 2018 announcing the appointment of Mr. Bulgarelli as President and Chief Executive Officer, Lillibridge Healthcare Services, Inc. and Executive Vice President, Office of the Company is filed herewith as Exhibit 99.1 and also incorporated in this Item 5.02 by reference.

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.

EXHIBIT INDEX

- 5 -

Exhibit 99.1

Ventas Names Peter J. Bulgarelli EVP Office and President & CEO Lillibridge Healthcare Services

• Proven Executive Brings More Than 30 Years’ Experience to the Role
• Strong Track Record of Success across Real Estate, Healthcare, Life Sciences and Higher Education

CHICAGO--(BUSINESS WIRE)--March 26, 2018--Ventas, Inc. (NYSE: VTR) has named Peter J. Bulgarelli Executive Vice President of Office and President and Chief Executive Officer of Lillibridge Healthcare Services, Inc. (“LHS”) to lead its integrated 25 million square foot ambulatory medical office building (“MOB”) and university-based life science portfolio. His appointment is effective on April 9, 2018. Bulgarelli will serve as a member of the Ventas executive leadership team, reporting to Chairman and Chief Executive Officer Debra A. Cafaro, and will be based at the Company’s Chicago headquarters office.

Bulgarelli joins Ventas following a successful 28-year career at Jones Lang LaSalle, Incorporated (“JLL”), a global professional services firm specializing in real estate, most recently leading JLL’s industry focused businesses including healthcare, life sciences and higher education, including academic medical centers.

“We are delighted to welcome Pete to Ventas. He is an accomplished executive with decades of experience delivering results and partnering with institutional clients and will be an outstanding addition to our best-in-class, skilled and cohesive team,” said Cafaro. “With 28 years of growth and innovation across real estate, most recently in the spaces of healthcare, life sciences and universities, Pete is perfectly positioned to lead and unify our outstanding ambulatory medical office and life science business and take it to the next level of success and performance.”

Bulgarelli, age 58, currently serves as Executive Managing Director, Industries at JLL, overseeing the integrated services for life sciences, healthcare, government and universities, including academic medical centers. Under his leadership, JLL provides integrated facility management services for healthcare and life science facilities across the country, including many major healthcare systems. Bulgarelli’s client experience includes: Kindred Healthcare, Adventist Health and Main Line Health and many Fortune 100 companies. He oversees 1,500 dedicated healthcare professionals who serve 540 hospitals and their ambulatory portfolios across the U.S. Prior to his current role, Bulgarelli was Executive Managing Director, Healthcare Solutions, where he oversaw the establishment and management of an integrated healthcare services business, one of JLL’s fastest growing businesses. Bulgarelli earned his B.S. in civil engineering from the University of Illinois and received his M.B.A. from Northwestern University’s Kellogg Graduate School of Business.

Todd W. Lillibridge, Ventas’s EVP of Medical Property Operations and President and CEO of LHS, will remain at Ventas to ensure Bulgarelli’s successful onboarding and integration with health systems, employees and partners, and will thereafter represent the Company on selected strategic initiatives and innovation projects. Todd has held his current position since the Company acquired LHS in 2010. Following the acquisition, the Ventas MOB business has grown by more than seven times, reaching nearly 20 million sq. ft. in 32 states and covering more than 400 relationships with leading health systems. In September 2016, Ventas acquired its university-based life science business and has since grown its overall life science footprint by nearly 40 percent, with cumulative investments approximating $2 billion.

“Todd is an icon in the medical office space,” said Cafaro. “It has been a great privilege to partner with Todd over the last eight years as he led the growth and operations of our world-class medical office franchise with integrity and an unwavering focus on supporting clients, patients and physicians. Todd has an exceptional legacy and I thank him from all of us at Ventas for his countless contributions to our company and our team.”

“I am proud of our team’s accomplishments over the last 25 years as we paved the way for the MOB space as a highly valuable institutional asset class,” said Lillibridge. “Pete inherits a strong business, excellent portfolio and great team as he joins us. We have selected a strong executive in Pete, whose deep healthcare, life science and university relationships, pertinent experience and focus on customers will help to sustain our long track record of growth, innovation and value creation.”

Ventas, Inc., an S&P 500 company, is a leading real estate investment trust. Its diverse portfolio of more than 1,200 assets in the United States, Canada and the United Kingdom consists of seniors housing communities, medical office buildings, life science and innovation centers, inpatient rehabilitation and long-term acute care facilities, health systems and skilled nursing facilities. 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. References to “Ventas” or the “Company” mean Ventas, Inc. and its consolidated subsidiaries unless otherwise expressly noted. More information about Ventas and Lillibridge can be found at www.ventasreit.com and www.lillibridge.com.

The Company routinely announces material information to investors and the marketplace using press releases, Securities and Exchange Commission (“SEC”) filings, public conference calls, webcasts and the Company’s website at www.ventasreit.com/investor-relations. The information that the Company posts to its website may be deemed to be material. Accordingly, the Company encourages investors and others interested in the Company to routinely monitor and review the information that the Company posts on its website, in addition to following the Company’s press releases, SEC filings and public conference calls and webcasts.

CONTACT:
Ventas, Inc.
Louise Adhikari
Vice President Marketing & Corporate Communications
+1-312-660-3816
[email protected]

SEC Filings