Current Report Filing (8-k)
December 13 2017 - 4:43PM
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):
December
7, 2017
VENTAS,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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1-10989
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61-1055020
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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353 N. Clark Street, Suite 3300, Chicago, Illinois
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60654
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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))
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.
Adoption of Ventas Executive Deferred Stock Compensation Plan (As
Amended and Restated December 7, 2017)
On December 7, 2017, the Board of Directors (the “Board”) of Ventas,
Inc. (the “Company”) approved the Ventas Executive Deferred Stock
Compensation Plan (As Amended and Restated December 7, 2017) (the
“Plan”). The Plan, which was originally adopted on September 30, 2004,
has been amended and restated to allow for 15% Company matching
contributions (“Company Contributions”) on any cash compensation
deferrals made by eligible participants (“Cash Deferrals”). Company
Contributions vest in full on the third anniversary of the contribution
date, subject to the participant’s continued employment through such
date. The Plan also provides the Company the ability to allow deferrals
of certain stock compensation awards (“Stock Deferrals”).
Only the Chief Executive Officer and other executive vice presidents of
the Company designated by the Executive Compensation Committee of the
Board may elect to participate in the Cash Deferral portion of the Plan
and receive Company Contributions. The Company may provide for Stock
Deferrals for any Company employees with the title of “vice president”
or above. All other material terms of the Plan remain the same.
Amendment to Certain of our Executive Officers’ Employee
Protection and Noncompetition Agreements
On December 13, 2017, the Company also entered into the following
amendments with two of the Company’s executive officers: (i) an
amendment (the “Probst Amendment”) to the Employee Protection and
Noncompetition Agreement dated as of September 16, 2014, by and between
the Company and Robert F. Probst, the Company’s Executive Vice President
and Chief Financial Officer (the “Probst Agreement”) and (ii) an
amendment (the “Cobb Amendment”) to the Employee Protection and
Noncompetition Agreement dated as of October 21, 2013, by and between
the Company and John D. Cobb, the Company’s Executive Vice President and
Chief Investment Officer (the “Cobb Agreement”).
The Probst Amendment amends the Probst Agreement to provide for (i) an
additional year of noncompetition restrictions (for a total of two years
following termination of employment) in the event Mr. Probst experiences
a termination of employment without Cause or due to Good Reason within
one year following a Change in Control (each as defined in the Probst
Agreement) of the Company and (ii) elimination of the cap on any cash
severance that may become due to Mr. Probst under the terms of the
Probst Agreement. The Probst Agreement remains identical in all other
respects.
The Cobb Amendment amends the Cobb Agreement to provide for elimination
of the cap on any cash severance that may become due to Mr. Cobb under
the terms of the Cobb Agreement. The Cobb Agreement remains identical in
all other respects.
The foregoing descriptions of the Plan, the Probst Amendment and the
Cobb Amendment are qualified in their entirety by the full text of the
Plan, the Probst Amendment and the Cobb Amendment, copies of which will
be filed as exhibits to the Company’s 2017 10-K.
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.
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VENTAS, INC.
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Date:
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December 13, 2017
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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 and General
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Counsel
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