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): July 26, 2019

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
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 2.02.

Results of Operations and Financial Condition.

On July 26, 2019, Ventas, Inc. (the “Company”) issued a press release announcing its results of operations for the quarter ended June 30, 2019. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated in this Item 2.02 by reference.

The information in this Item 2.02, including Exhibit 99.1, shall not be deemed filed with the U.S. Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.

Effective July 26, 2019, Sean P. Nolan, former Chief Executive Officer of AveXis, Inc., was appointed to the Board of Directors (the “Board”) of the Company. The Board also appointed Mr. Nolan to the Company’s Audit and Compliance Committee.

A copy of the press release issued by the Company on July 26, 2019 announcing the appointment of Mr. Nolan to the Board is filed herewith as Exhibit 99.2 and incorporated in this Item 5.02 by reference.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(d) Exhibits:

Exhibit Number		Description
99.1		Press release issued by the Company on July 26, 2019, announcing its results of operations.
99.2		Press release issued by the Company on July 26, 2019, announcing the appointment of Sean Nolan to the Board.

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: July 26, 2019	By:	/s/ T. Richard Riney
		T. Richard Riney
		Executive Vice President, Chief Administrative Officer, General Counsel and Ethics and Compliance Officer