Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 12, 2022, Sumit Roy, President & Chief Executive Officer at Realty Income Corporation, was appointed as an independent director to the Board of Directors (the "Board") of Ventas, Inc. ("we," "us," "our," "Company" and other similar terms) effective October 1, 2022.

Mr. Roy 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. Roy and any other persons pursuant to which he was selected as a director. Mr. Roy will serve on the Investment Committee of the Board. Mr. Roy 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 2022 proxy statement filed with the U.S. Securities and Exchange Commission on March 29, 2022.

On September 12, 2022, Robert D. Reed, a director of the Company, advised the Board that he will not stand for re-election as a director of the Company at the 2023 annual meeting of stockholders. Mr. Reed currently serves as a member of the Nominating, Governance and Corporate Responsibility Committee and Investment Committee of the Board. Mr. Reed'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.




Item 8.01 Other Events.

A copy of the press release issued by the Company on September 12, regarding the appointment of Mr. Roy to the Board is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.




Item 9.01.     Financial Statements and Exhibits.



(d) Exhibits.



Exhibit
 Number    Description
  99.1       Press Release, dated September 12, 2022

  104      Cover Page Interactive Data File (formatted as inline XBRL)

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