8-K

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 6, 2020

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.

Effective July 6, 2020, Marguerite M. Nader, President and Chief Executive Officer of Equity LifeStyle Properties, Inc., was appointed to the Board of Directors of Ventas, Inc. (the “Company”).    

On her appointment to the Board, Ms. Nader received a grant of 4,169 shares of restricted stock issued under the Company’s 2012 Incentive Plan, which shares vest one-half on the first anniversary of the date of grant and one-half on the second anniversary of the date of grant.

A copy of the press release issued by the Company on July 6, 2020, announcing the appointment of Ms. Nader to the Board, is filed herewith as Exhibit 99.1 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.

(c)  Shell Company Transactions.

Not applicable.

(d)
Exhibits

Exhibit
Number	Description
99.1	Press release issued by the Company on July 6, 2020.

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 6, 2020	By:	/s/ Carey S. Roberts
		Carey S. Roberts
		Executive Vice President, General Counsel and
		Ethics and Compliance Officer

EX-99.1

Exhibit 99.1

Ventas Appoints Marguerite M. Nader to Board of Directors

CHICAGO--(BUSINESS WIRE)--July 6, 2020--Ventas, Inc. (NYSE: VTR) today announced that Marguerite M. Nader, President and Chief Executive Officer, Equity LifeStyle Properties, Inc., has been appointed as an independent member of its Board of Directors, with immediate effect.

Nader, 52, is a seasoned real estate investment trust (REIT) executive who currently serves as President and Chief Executive Officer of Equity LifeStyle Properties, Inc. (NYSE: ELS), a REIT that owns and operates over 400 high-quality communities across the United States and British Columbia. Since joining Equity LifeStyle Properties, Nader has served in a wide variety of departments including asset management, sales and marketing, finance and acquisitions over the past 20 years. Nader is a member of Equity Lifestyle’s Board of Directors and its Management Committee. She previously served on the Board of Directors of Liberty Property Trust (NYSE: LPT) prior to its acquisition in 2020 and is a member of the Executive Board at National Association of Real Estate Investment Trusts (Nareit).

“Marguerite, a respected and accomplished REIT CEO, is a terrific addition to our independent, diverse and experienced Board of Directors,” said Debra A. Cafaro, Ventas Chairman and Chief Executive Officer. “With more than two decades of experience, Marguerite brings deep real estate and finance experience, strategic insight and a strong focus on performance to Ventas. We are confident that her strong skillset will make her a valuable contributor to our Board.”

“I am excited to join Ventas’s leading Board of Directors and work with the Company’s strong management team,” said Nader. “I look forward to participating in their collaborative approach that supports the Company’s efforts to deliver value for its stakeholders.”

The Ventas Board regularly evaluates its composition to ensure that its directors possess the skills, experience and perspectives needed to guide the Company and help it deliver value to all stakeholders. Marguerite’s addition supports these goals and continues the Board’s history of carefully planning for Board continuity and refreshment. The Ventas Board will expand to 11 directors, four of whom are female. Independent directors comprise 91% of the Board.

About Ventas

Ventas, Inc., an S&P 500 company, is a real estate investment trust headquartered in Chicago, Illinois. Operating at the intersection of two dynamic industries – healthcare and real estate – the Company owns and operates a highly-diversified portfolio of approximately 1,200 senior housing, research and innovation, and healthcare properties located throughout the United States, Canada and the United Kingdom. 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. For further information, please visit our websites: www.ventasreit.com and www.lillibridge.com.

Contacts

Louise Adhikari
+1 312 660 3816
louise.adhikari@ventasreit.com

XML

Document and Entity Information	Jul. 06, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 06, 2020
Entity Registrant Name	Ventas, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-10989
Entity Tax Identification Number	61-1055020
Entity Address, Address Line One	353 N. Clark Street
Entity Address, Address Line Two	Suite 3300
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60654
City Area Code	877
Local Phone Number	483-6827
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000740260
Title of 12(b) Security	Common stock, $0.25 par value
Trading Symbol	VTR
Security Exchange Name	NYSE