Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
(a) eliminate the supermajority voting requirement for approval by stockholders of amendments to the By-Laws and replace it with a majority of outstanding shares threshold; and
(b) update the advance notice provision for stockholder nominations and
proposals and other By-Law provisions, including to address the adoption by the
The foregoing description of the amendments to the By-Laws (the "By-Law Amendments") does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws, as so amended and restated, a copy of which is attached as Exhibit 3.1 and incorporated by reference herein.
Item 8.01 Other Events.
In addition to the By-Law Amendments, on
(1) revisions to the Company's Guidelines on Governance to clarify and more clearly articulate the responsibilities of the Company's Lead Independent Director (which position was also previously referred to as the Presiding Director);
(2) the renaming of the
(3) the expansion of the Compensation Committee's oversight responsibilities to
include review and oversight of director and executive stock ownership
guidelines, which had previously been overseen by the
(4) consistent with the Board's practice of regular review of Board committee assignments and ongoing committee refreshment, changes to the composition of the Board's committees; and
(5) the elimination of the Executive Committee of the Board. By way of background, the Executive Committee was originally established to act on behalf of the Board during an emergency if the Board was unable to convene quickly, which is a "backstop" mechanism that has historically been in place at many companies. Given the demonstrated commitment of the members of the Board to make themselves available for Board discussions, including when extended notice is not able to be provided, as further evidenced by the fact that the Executive Committee has never needed to meet, and the increased ease with which the Board is able to convene electronically, the Board has concluded that an Executive Committee is no longer needed.
In accordance with the Company's practice, the By-laws, Guidelines on Governance, Board committee charters and Board committee composition are publicly available on the Company's website.
Pursuant to the By-Laws, in order for any non-proxy access stockholder
nomination or non-Rule 14a-8 proposal to be properly brought before our 2023
annual meeting of stockholders (the "2023 Annual Meeting") pursuant to Section
2.2(A) of the By-Laws, our Corporate Secretary must receive any such nomination
or proposal at the address set forth in our most recent proxy statement no
earlier than
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 3.1 By-Laws ofVentas, Inc. (as ofMay 25, 2022 ) 104 Cover Page Interactive Data File (formatted as inline XBRL)
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