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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
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; 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-Looking
Statements
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.
Item
9.01. Financial Statements and Exhibits.
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 |
