UNITED
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FORM
CURRENT
REPORT
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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 16, 2023. Represented at the Annual Meeting were 368,393,266 shares, or 92.08%, of the Company’s 400,053,497 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 April 5, 2023.
| Proposal 1: | To elect 11 directors to terms expiring at the 2024 Annual Meeting of Stockholders |
Nominees of the Company:
| Nominee | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||||
| Melody C. Barnes | 325,495,256 | 22,514,559 | 194,721 | 20,188,730 | ||||||||||||
| Debra A. Cafaro | 302,617,333 | 26,951,632 | 18,635,571 | 20,188,730 | ||||||||||||
| Michael J. Embler | 346,159,928 | 1,836,962 | 207,646 | 20,188,730 | ||||||||||||
| Matthew J. Lustig | 342,596,758 | 5,401,958 | 205,820 | 20,188,730 | ||||||||||||
| Roxanne M. Martino | 339,893,092 | 8,115,773 | 195,671 | 20,188,730 | ||||||||||||
| Marguerite M. Nader | 344,144,467 | 3,864,381 | 195,688 | 20,188,730 | ||||||||||||
| Sean P. Nolan | 320,733,908 | 27,263,834 | 206,794 | 20,188,730 | ||||||||||||
| Walter C. Rakowich | 344,027,729 | 3,912,792 | 264,015 | 20,188,730 | ||||||||||||
| Sumit Roy | 346,254,015 | 1,741,416 | 209,105 | 20,188,730 | ||||||||||||
| James D. Shelton | 328,343,986 | 19,657,402 | 203,148 | 20,188,730 | ||||||||||||
| Maurice S. Smith | 345,336,666 | 2,663,170 | 204,700 | 20,188,730 | ||||||||||||
| 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-Votes | |||
| 315,522,342 | 32,105,670 | 576,524 | 20,188,730 |
| Proposal 3: | To recommend, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers |
| Votes for One Year | Votes for Two Years | Votes for Three Years | Votes Abstained | Broker Non-Votes | ||||
| 337,904,525 | 250,062 | 9,826,139 | 223,810 | 20,188,730 |
| Proposal 4: | To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 366,559,141 | 1,537,654 | 296,471 | 0 |
On May 16, 2023, following the Registrant’s annual meeting of shareholders, the Board of Directors adopted a resolution providing that an advisory vote on executive compensation would be presented for a vote by shareholders of the Registrant at each annual shareholder meeting until the Company next holds an advisory vote regarding the frequency of such votes.
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 19, 2023