Current Report Filing (8-k)
May 18 2017 - 5:17PM
Edgar (US Regulatory)
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
18, 2017
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))
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 18, 2017.
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 4, 2017:
1. The election of ten directors to terms expiring at the
2018 Annual Meeting of Stockholders.
Nominee
|
|
For
|
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Against
|
|
Abstain
|
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Broker
Non-Votes
|
Melody C. Barnes
|
|
292,508,149
|
|
342,421
|
|
296,799
|
|
35,481,302
|
Debra A. Cafaro
|
|
270,919,629
|
|
7,388,201
|
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14,839,539
|
|
35,481,302
|
Jay M. Gellert
|
|
285,685,408
|
|
6,683,574
|
|
778,387
|
|
35,481,302
|
Richard I. Gilchrist
|
|
292,129,174
|
|
709,167
|
|
309,028
|
|
35,481,302
|
Matthew J. Lustig
|
|
287,506,797
|
|
5,253,284
|
|
387,288
|
|
35,481,302
|
Roxanne M. Martino
|
|
292,555,445
|
|
287,532
|
|
304,392
|
|
35,481,302
|
Walter C. Rakowich
|
|
292,510,393
|
|
255,578
|
|
381,398
|
|
35,481,302
|
Robert D. Reed
|
|
292,533,284
|
|
209,204
|
|
404,881
|
|
35,481,302
|
Glenn J. Rufrano
|
|
292,524,171
|
|
253,183
|
|
370,015
|
|
35,481,302
|
James D. Shelton
|
|
278,152,605
|
|
14,685,162
|
|
309,602
|
|
35,481,302
|
2. The ratification of the selection of KPMG LLP as the Company’s
independent registered public accounting firm for fiscal year 2017.
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
327,502,407
|
|
639,342
|
|
486,922
|
|
—
|
3. The approval, on an advisory basis, of the Company’s executive
compensation.
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
278,754,681
|
|
13,695,095
|
|
697,593
|
|
35,481,302
|
4. The approval, on an advisory basis, on the frequency of
advisory votes on the Company’s executive compensation.
1 Year
|
|
2 Years
|
|
3 Years
|
|
Abstain
|
251,709,126
|
|
449,089
|
|
40,538,104
|
|
451,050
|
Based on these results, and consistent with the Company’s
recommendation, the Company’s Board of Directors has determined that the
Company will hold an advisory vote on executive compensation every year
until the next required advisory vote on the frequency of such votes,
which will be no later than the Company’s Annual Meeting of Stockholders
in 2023.
Item 8.01. Other Events.
On May 18, 2017, the Company announced that its Board of Directors
declared a regular quarterly dividend of $0.775 per share, payable in
cash on June 30, 2017 to stockholders of record on June 6, 2017. The
dividend is the second quarterly installment of the Company’s 2017
annual dividend.
A copy of the press release issued by the Company on May 18, 2017 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 18, 2017.
|
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.
|
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|
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Date:
|
May 18, 2017
|
By:
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/s/ T. Richard Riney
|
|
|
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T. Richard Riney
|
|
|
|
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Executive Vice President, Chief
|
|
|
|
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Administrative Officer, General
|
|
|
|
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Counsel and Ethics and Compliance
Officer
|
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EXHIBIT INDEX
Exhibit
Number
|
|
Description
|
|
|
|
99.1
|
|
Press release issued by the Company on May 18, 2017.
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