Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 7, 2022, Jay M. Gellert, a director of Ventas, Inc. (the "Company"),
advised the Company's Board of Directors (the "Board") that he will not stand
for re-election as a director of the Company at the 2022 annual meeting of
stockholders (the "2022 Annual Meeting"). Mr. Gellert currently serves as a
member of the Nominating and Corporate Governance, Investment and Executive
Committees of the Board. Mr. Gellert's decision not to stand for re-election did
not involve any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.
Also on March 7, 2022, Michael J. Embler, Former Chief Investment Officer of
Franklin Mutual Advisors, LLC, was appointed as an independent director to the
Board effective immediately.
Mr. Embler is not a party to any transaction with the Company that would require
disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or
understandings between Mr. Embler and any other persons pursuant to which he was
selected as a director. Mr. Embler will serve on the Investment and Audit
Committees of the Board. Mr. Embler will participate in the compensation
arrangements for non-employee directors, including receiving an initial award of
shares of restricted stock upon appointment, as described in the Company's 2021
proxy statement filed with the U.S. Securities and Exchange Commission ("SEC")
on April 13, 2021.
Item 8.01 Other Events.
On March 7, 2022, the Company issued a press release regarding a notice of
director nominations (the "Nomination Notice") received by the Company from
Land & Buildings Investment Management, LLC.
A copy of the press release issued by the Company on March 7, regarding the
appointment of Mr. Embler to the Board, the retirement of Mr. Gellert from the
Board and the Nomination Notice, is attached to this Current Report on Form 8-K
as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements
This communication includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
include, among others, statements of expectations, beliefs, future plans and
strategies, anticipated results from operations and developments and other
matters that are not historical facts. Forward-looking statements include, among
other things, statements regarding the Company and its officers' intent, belief
or expectation as identified by the use of words such as "may," "will,"
"project," "expect," "believe," "intend," "anticipate," "seek," "target,"
"forecast," "plan," "potential," "opportunity," "estimate," "could," "would,"
"should" and other comparable and derivative terms or the negatives thereof.
Forward-looking statements are based on management's beliefs as well as on a
number of assumptions concerning future events. You should not put undue
reliance on these forward-looking statements, which are not a guarantee of
performance and are subject to a number of uncertainties and other factors that
could cause actual events or results to differ materially from those expressed
or implied by the forward-looking statements. The Company does not undertake a
duty to update these forward-looking statements, which speak only as of the date
on which they are made. You are urged to carefully review the disclosures the
Company makes concerning risks and uncertainties that may affect the Company's
business and future financial performance in the Company's filings with the SEC
including those made in the "Summary Risk Factors" section, "Risk Factors"
section and "Management's Discussion & Analysis of Financial Condition and
Results of Operations" section of the Company's Annual Report on Form 10-K for
the year ended December 31, 2021, filed with the SEC on February 18, 2022.
Certain factors that could affect the Company's future results and its ability
to achieve its stated goals include, but are not limited to: (a) the impact of
the ongoing COVID-19 pandemic and its extended consequences, including of the
Delta, Omicron or any other variant, on revenue, level of profitability,
liquidity and overall risk exposure and the implementation and impact of
regulations related to the CARES Act and other stimulus legislation and any
future COVID-19 relief measures; (b) the Company's ability to achieve the
anticipated benefits and synergies from, and effectively integrate, our
acquisitions and investments, including our acquisition of New Senior Investment
Group Inc; (c) the Company's exposure and the exposure of its tenants, managers
and borrowers to complex healthcare and other regulation and the challenges and
expense associated with complying with such regulation; (d) the potential for
significant general and commercial claims, legal actions, regulatory proceedings
or enforcement actions that could subject the Company or its tenants, managers
or borrowers to increased operating costs and uninsured liabilities; (e) the
impact of market and general economic conditions, including economic and
financial market events, inflation, changes in interest rates, supply chain
pressures, events that affect consumer confidence, occupancy rates and resident
fee revenues, and the actual and perceived state of the real estate markets,
labor markets and public capital markets; (f) the Company's ability, and the
ability of its tenants, managers and borrowers, to navigate the trends impacting
the Company or their businesses and the industries in which the Company or they
operate; (g) the risk of bankruptcy, insolvency or financial deterioration of
the Company's tenants, managers, borrowers and other obligors and the Company's
ability to foreclose successfully on the collateral securing the Company's loans
and other investments in the event of a borrower default; (h) the Company's
ability to identify and consummate future investments in or dispositions of
healthcare assets and effectively manage its portfolio opportunities and its
investments in co-investment vehicles, joint ventures and minority interests;
(i) risks related to development, redevelopment and construction projects;
(j) our ability to attract and retain talented employees; (k) the limitations
and significant requirements imposed upon the Company's business as a result of
its status as a REIT and the adverse consequences (including the possible loss
of the Company's status as a REIT) that would result if the Company is not able
to comply; (l) the risk of changes in healthcare law or regulation or in tax
laws, guidance and interpretations, particularly as applied to REITs, that could
adversely affect the Company or its tenants, managers or borrowers;
(m) increases in the Company's borrowing costs as a result of becoming more
leveraged or as a result of changes in interest rates and phasing out of LIBOR
rates; (n) the Company's reliance on third parties to operate a majority of its
assets and its limited control and influence over such operations and results;
(o) the Company's dependency on a limited number of tenants and managers for a
significant portion of its revenues and operating income; (p) the adequacy of
insurance coverage provided by the Company's policies and policies maintained by
its tenants, managers or other counterparties; (q) the occurrence of cyber
incidents that could disrupt the Company's operations, result in the loss of
confidential information or damage the Company's business relationships and
reputation; (r) the impact of merger, acquisition and investment activity in the
healthcare industry or otherwise affecting the Company's tenants, managers or
borrowers; and (s) the risk of catastrophic or extreme weather and other natural
events and the physical effects of climate change.
Important Additional Information Regarding Proxy Solicitation
The Company intends to file a proxy statement and white proxy card with the SEC
in connection with the solicitation of proxies for the 2022 Annual Meeting (the
"Proxy Statement"). The Company, its directors and certain of its executive
officers will be participants in the solicitation of proxies from stockholders
in respect of the 2022 Annual Meeting. Information regarding the names of the
Company's directors and executive officers and their respective interests in the
Company by security holdings or otherwise is set forth in the Company's proxy
statement for the 2021 annual meeting of stockholders, filed with the SEC on
April 13, 2021 (the "2021 Proxy Statement"). To the extent holdings of such
participants in the Company's securities have changed since the amounts
described in the 2021 Proxy Statement, such changes have been reflected on
Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in
Ownership on Form 4 filed with the SEC. Additional information can also be found
in the Company's Annual Report on Form 10-K for the year ended December 31,
2021, filed with the SEC on February 18, 2022. Details concerning the nominees
of the Board for election at the 2022 Annual Meeting will be included in the
Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS
OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED
TO THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT AND ANY
AMENDMENTS AND SUPPLEMENTS THERETO BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. These documents, including the definitive Proxy Statement (and any
amendments or supplements thereto) and other documents filed by the Company with
the SEC, are available for no charge at the SEC's website at http://www.sec.gov
and at the Company's investor relations website at https://ir.ventasreit.com.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Description
99.1 Press Release, dated March 7, 2022
104 Cover Page Interactive Data File (formatted as inline XBRL)
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