Upgrade to SI Premium - Free Trial

Form 8-K VENTAS INC For: May 15

May 16, 2018 9:25 AM

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


EXHIBIT INDEX


Exhibit
Number

Description

99.1

Press release issued by the Company on May 16, 2018.

Exhibit 99.1

Ventas Declares Regular Quarterly Dividend of $0.79 Per Share

Company Announces 2018 Annual Meeting Results; Board Re-Appoints Leadership

CHICAGO--(BUSINESS WIRE)--May 16, 2018--Ventas, Inc. (NYSE: VTR) said today that its Board of Directors (the "Board") 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.

2018 ANNUAL MEETING RESULTS

At Ventas’s Annual Meeting of Stockholders held yesterday, stockholders voted to elect each of the Company’s director-nominees to new one-year terms: Melody C. Barnes, Debra A. Cafaro, Jay M. Gellert, Richard I. Gilchrist, Matthew J. Lustig, Roxanne M. Martino, Walter C. Rakowich, Robert D. Reed and James D. Shelton. Stockholders also ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2018 and approved, on an advisory basis, the Company’s executive compensation.

BOARD RE-APPOINTS LEADERSHIP

Consistent with the Company’s commitment to strong corporate governance, the Board re-appointed Mr. Shelton, an independent director, as the Company’s presiding director to chair executive sessions of the Board and otherwise act as a liaison between the independent members of the Board and the Company’s management. The Board also re-appointed Ms. Cafaro, the Company’s Chief Executive Officer, to serve as Chairman.

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.


This press release 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. All statements regarding the Company’s or its tenants’, operators’, borrowers’ or managers’ expected future financial condition, results of operations, cash flows, funds from operations, dividends and dividend plans, financing opportunities and plans, capital markets transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, merger or acquisition integration, growth opportunities, expected lease income, continued qualification as a real estate investment trust (“REIT”), plans and objectives of management for future operations and statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will” and other similar expressions are forward-looking statements. These forward-looking statements are inherently uncertain, and actual results may differ from the Company’s expectations. The Company does not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made.

The Company’s actual future results and trends may differ materially from expectations depending on a variety of factors discussed in the Company’s filings with the Securities and Exchange Commission. These factors include without limitation: (a) the ability and willingness of the Company’s tenants, operators, borrowers, managers and other third parties to satisfy their obligations under their respective contractual arrangements with the Company, including, in some cases, their obligations to indemnify, defend and hold harmless the Company from and against various claims, litigation and liabilities; (b) the ability of the Company’s tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities and other indebtedness; (c) the Company’s success in implementing its business strategy and the Company’s ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments; (d) macroeconomic conditions such as a disruption of or lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations, and changes in the federal or state budgets resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates; (e) the nature and extent of future competition, including new construction in the markets in which the Company’s seniors housing communities and medical office buildings (“MOBs”) are located; (f) the extent and effect of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (g) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors; (h) the ability of the Company’s tenants, operators and managers, as applicable, to comply with laws, rules and regulations in the operation of the Company’s properties, to deliver high-quality services, to attract and retain qualified personnel and to attract residents and patients; (i) changes in general economic conditions or economic conditions in the markets in which the Company may, from time to time, compete, and the effect of those changes on the Company’s revenues, earnings and funding sources; (j) the Company’s ability to pay down, refinance, restructure or extend its indebtedness as it becomes due; (k) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; (l) final determination of the Company’s taxable net income for the year ended December 31, 2017 and for the year ending December 31, 2018; (m) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration of the leases, the Company’s ability to reposition its properties on the same or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant; (n) risks associated with the Company’s senior living operating portfolio, such as factors that can cause volatility in the Company’s operating income and earnings generated by those properties, including without limitation national and regional economic conditions, costs of food, materials, energy, labor and services, employee benefit costs, insurance costs and professional and general liability claims, and the timely delivery of accurate property-level financial results for those properties; (o) changes in exchange rates for any foreign currency in which the Company may, from time to time, conduct business; (p) year-over-year changes in the Consumer Price Index or the UK Retail Price Index and the effect of those changes on the rent escalators contained in the Company’s leases and the Company’s earnings; (q) the Company’s ability and the ability of its tenants, operators, borrowers and managers to obtain and maintain adequate property, liability and other insurance from reputable, financially stable providers; (r) the impact of increased operating costs and uninsured professional liability claims on the Company’s liquidity, financial condition and results of operations or that of the Company’s tenants, operators, borrowers and managers, and the ability of the Company and the Company’s tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims; (s) risks associated with the Company’s MOB portfolio and operations, including the Company’s ability to successfully design, develop and manage MOBs and to retain key personnel; (t) the ability of the hospitals on or near whose campuses the Company’s MOBs are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups; (u) risks associated with the Company’s investments in joint ventures and unconsolidated entities, including its lack of sole decision-making authority and its reliance on its joint venture partners’ financial condition; (v) the Company’s ability to obtain the financial results expected from its development and redevelopment projects; (w) the impact of market or issuer events on the liquidity or value of the Company’s investments in marketable securities; (x) consolidation activity in the seniors housing and healthcare industries resulting in a change of control of, or a competitor’s investment in, one or more of the Company’s tenants, operators, borrowers or managers or significant changes in the senior management of the Company’s tenants, operators, borrowers or managers; (y) the impact of litigation or any financial, accounting, legal or regulatory issues that may affect the Company or its tenants, operators, borrowers or managers; and (z) changes in accounting principles, or their application or interpretation, and the Company’s ability to make estimates and the assumptions underlying the estimates, which could have an effect on the Company’s earnings.

CONTACT:
Ventas, Inc.
Ryan K. Shannon
(877) 4-VENTAS

Categories

SEC Filings