Form 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): May 12, 2011
VENTAS, INC.
(Exact name of registrant as specified in its charter)
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| 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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111 S. Wacker Drive, Suite 4800,
Chicago, Illinois
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60606 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 12, 2011.
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 March 28, 2011:
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The election of nine directors to terms expiring at the 2012 Annual Meeting of
Stockholders. |
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Broker |
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For |
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Against |
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Abstain |
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Non-Votes |
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Debra A. Cafaro |
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141,673,611 |
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1,252,549 |
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37,182 |
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6,520,990 |
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Douglas Crocker II |
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140,776,535 |
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2,159,412 |
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27,395 |
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6,520,990 |
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Ronald G. Geary |
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142,140,437 |
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795,101 |
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27,804 |
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6,520,990 |
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Jay M. Gellert |
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141,958,406 |
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976,946 |
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27,990 |
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6,520,990 |
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Robert D. Reed |
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142,810,440 |
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125,389 |
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27,513 |
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6,520,990 |
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Sheli Z. Rosenberg |
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142,291,511 |
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646,088 |
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25,743 |
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6,520,990 |
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Glenn J. Rufrano |
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142,856,965 |
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78,556 |
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27,821 |
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6,520,990 |
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James D. Shelton |
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142,015,185 |
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918,954 |
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29,203 |
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6,520,990 |
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Thomas C. Theobald |
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141,954,527 |
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981,185 |
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27,630 |
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6,520,990 |
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The ratification of the selection of Ernst & Young LLP as the Company’s
independent registered public accounting firm for fiscal year 2011. |
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
148,265,184
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1,118,436
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100,712
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— |
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The approval, on an advisory basis, of the Company’s executive compensation. |
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 137,435,785
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3,379,524
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2,148,033
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6,520,990 |
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The approval, on an advisory basis, of the frequency of advisory votes to
approve the Company’s executive compensation. |
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| 1 Year |
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2 Years |
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3 Years |
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Abstain |
| 132,723,486
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386,386
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9,809,239
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44,231 |
The Board of Directors has considered the vote of the Company’s stockholders as to the
frequency of advisory votes to approve the Company’s executive compensation and has determined that
the Company will hold an advisory vote on executive compensation every year
until the next advisory vote on frequency, which will be no later than the Company’s Annual
Meeting of Stockholders in 2017.
Item 8.01. Other Events.
On May 16, 2011, the Company announced that its Board of Directors declared a
regular quarterly dividend of $0.575 per share, payable in cash on June 30, 2011 to stockholders of
record on June 10, 2011. The dividend is the second quarterly installment of the Company’s 2011
annual dividend.
A copy of the press release issued by the Company on May 16, 2011 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:
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| Exhibit |
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Description |
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99.1 |
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Press release issued by the Company on May 16, 2011. |
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: May 17, 2011 |
By: |
/s/ T. Richard Riney
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T. Richard Riney |
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Executive Vice President, Chief
Administrative Officer,
General Counsel
and Corporate Secretary |
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EXHIBIT INDEX
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| Exhibit |
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| Number |
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Description |
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99.1 |
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Press release issued by the Company on May 16, 2011. |