UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 25, 2021. Represented at the Annual Meeting were 341,856,152 shares, or 91.14%, of the Company’s 375,053,524 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 13, 2021. The vote required for approval of Proposal 1 is based on a majority of votes cast, while the vote required for Proposals 2 and 3 is based on a majority of shares present (in person or by proxy) and entitled to vote. Abstentions have no effect on Proposal 1 and are counted as “against” on Proposals 2 and 3. Broker non-votes have no effect on Proposals 1 and 2.
1. | The election of eleven directors to terms expiring at the 2022 Annual Meeting of Stockholders. |
Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
Melody C. Barnes | 313,988,349 | 2,255,900 | 212,396 | 25,399,507 | ||||||||||||
Debra A. Cafaro | 277,855,483 | 17,657,895 | 20,943,267 | 25,399,507 | ||||||||||||
Jay M. Gellert | 305,311,519 | 10,918,955 | 226,171 | 25,399,507 | ||||||||||||
Matthew J. Lustig | 311,192,800 | 5,031,089 | 232,756 | 25,399,507 | ||||||||||||
Roxanne M. Martino | 308,615,771 | 7,625,687 | 215,187 | 25,399,507 | ||||||||||||
Marguerite M. Nader | 315,119,887 | 1,120,529 | 216,229 | 25,399,507 | ||||||||||||
Sean P. Nolan | 313,797,674 | 2,428,528 | 230,443 | 25,399,507 | ||||||||||||
Walter C. Rakowich | 293,516,578 | 22,709,748 | 230,319 | 25,399,507 | ||||||||||||
Robert D. Reed | 305,921,793 | 10,305,677 | 229,175 | 25,399,507 | ||||||||||||
James D. Shelton | 278,928,137 | 37,300,191 | 228,317 | 25,399,507 | ||||||||||||
Maurice S. Smith | 315,136,423 | 1,079,741 | 240,481 | 25,399,507 |
2. | The approval, on an advisory basis, of the compensation to the Company’s named executive officers. |
For | Against | Abstain | Broker Non-Votes | |||||||||||
270,414,155 | 45,533,185 | 509,305 | 25,399,507 |
3. | The ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2021. |
For | Against | Abstain | Broker Non-Votes | |||||||||||
340,909,590 | 531,596 | 414,966 | — |
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: May 27, 2021 | By: | /s/ Carey S. Roberts |
Carey S. Roberts | ||
Executive Vice President, General Counsel and Ethics and Compliance Officer |