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 | Against | Abstain | 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 | 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. | ||||
| Date: | May 18, 2017 | By: | /s/ T. Richard Riney | |
T. Richard Riney | ||||
Executive Vice President, Chief | ||||
Administrative Officer, General | ||||
Counsel and Ethics and Compliance Officer | ||||
EXHIBIT INDEX
Exhibit Number | Description | |
| 99.1 | Press release issued by the Company on May 18, 2017. |