Ventas, Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: VTR · Form: DEF 14A · Filed: Apr 2, 2024 · CIK: 740260

Ventas, Inc. DEF 14A Filing Summary
FieldDetail
CompanyVentas, Inc. (VTR)
Form TypeDEF 14A
Filed DateApr 2, 2024
Risk Level
Pages15
Reading Time18 min
Key Dollar Amounts$4 billion, $3 billion, $3.26, $2.99, $53 million
Sentimentneutral

Sentiment: neutral

Topics: Ventas, VTR, DEF 14A, Proxy Statement, REIT

TL;DR

<b>Ventas, Inc. has filed its Definitive Proxy Statement for the period ending May 14, 2024.</b>

AI Summary

Ventas, Inc. (VTR) filed a Proxy Statement (DEF 14A) with the SEC on April 2, 2024. Ventas, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 2, 2024. The filing covers the period ending May 14, 2024. Ventas, Inc. is a Real Estate Investment Trust (REIT) incorporated in Delaware. The company's principal executive offices are located at 353 N. Clark Street, Suite 3300, Chicago, IL 60654. The filing includes data related to equity awards granted in current and prior years, both vested and unvested, for both PEO and Non-PEO members.

Why It Matters

For investors and stakeholders tracking Ventas, Inc., this filing contains several important signals. This DEF 14A filing is a standard disclosure for publicly traded companies, providing shareholders with information regarding annual meetings, executive compensation, and voting matters. Shareholders should review this filing to understand executive compensation structures, potential changes in corporate governance, and to make informed voting decisions.

Risk Assessment

Risk Level: — Ventas, Inc. shows moderate risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance and disclosure practices with no immediate red flags.

Analyst Insight

Shareholders should review the executive compensation details and any proposals to be voted on at the upcoming meeting.

Key Numbers

  • 2024-05-14 — Reporting Period End Date (Conformed Period of Report)
  • 2024-04-02 — Filing Date (Filed as of Date)

Key Players & Entities

  • Ventas, Inc. (company) — Filer name and company name
  • 353 N. Clark Street, Suite 3300, Chicago, IL 60654 (location) — Business and mailing address

FAQ

When did Ventas, Inc. file this DEF 14A?

Ventas, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 2, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Ventas, Inc. (VTR).

Where can I read the original DEF 14A filing from Ventas, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Ventas, Inc..

What are the key takeaways from Ventas, Inc.'s DEF 14A?

Ventas, Inc. filed this DEF 14A on April 2, 2024. Key takeaways: Ventas, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 2, 2024.. The filing covers the period ending May 14, 2024.. Ventas, Inc. is a Real Estate Investment Trust (REIT) incorporated in Delaware..

Is Ventas, Inc. a risky investment based on this filing?

Based on this DEF 14A, Ventas, Inc. presents a moderate-risk profile. The filing is a routine DEF 14A, indicating standard corporate governance and disclosure practices with no immediate red flags.

What should investors do after reading Ventas, Inc.'s DEF 14A?

Shareholders should review the executive compensation details and any proposals to be voted on at the upcoming meeting. The overall sentiment from this filing is neutral.

How does Ventas, Inc. compare to its industry peers?

Ventas, Inc. operates as a Real Estate Investment Trust (REIT), a company that owns, operates, or finances income-generating real estate.

Are there regulatory concerns for Ventas, Inc.?

As a publicly traded company, Ventas, Inc. is subject to SEC regulations requiring the filing of proxy statements to ensure transparency and shareholder rights.

Industry Context

Ventas, Inc. operates as a Real Estate Investment Trust (REIT), a company that owns, operates, or finances income-generating real estate.

Regulatory Implications

As a publicly traded company, Ventas, Inc. is subject to SEC regulations requiring the filing of proxy statements to ensure transparency and shareholder rights.

What Investors Should Do

  1. Review the detailed breakdown of executive compensation and equity awards.
  2. Understand the proposals to be voted on at the shareholder meeting.
  3. Assess any changes in corporate governance or board composition.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document for annual shareholder meetings and does not represent a change from previous filing types.

Filing Stats: 4,424 words · 18 min read · ~15 pages · Grade level 16.4 · Accepted 2024-04-02 16:18:24

Key Financial Figures

  • $4 billion — position last year by raising more than $4 billion of attractively priced capital ahead of
  • $3 billion — 23 with enhanced liquidity of more than $3 billion. Our ability to raise significant capit
  • $3.26 — areit Funds from Operations* ("FFO") of $3.26 per share and Normalized FFO* of $2.99
  • $2.99 — $3.26 per share and Normalized FFO* of $2.99 per share, which exceeded the midpoint
  • $53 million — y over the prior year. (1) Excluding a $53 million ($0.13 per share) benefit from HHS gran
  • $0.13 — ior year. (1) Excluding a $53 million ($0.13 per share) benefit from HHS grants rece
  • $9 million — from HHS grants received in 2022 and a $9 million ($0.02 per share) benefit of promote re
  • $0.02 — ants received in 2022 and a $9 million ($0.02 per share) benefit of promote revenue i
  • $34B — A Snapshot of Success (1) 25+ ~18% $34B BBB+ Years of Operation Annualized
  • $5B — Credit Rating (3) ~1,400 815 ~22M >$5B Properties Senior Housing Communitie
  • $2 — Produced Normalized FFO* per share of $2.99, exceeding the midpoint Normalized F
  • $1.57 billion — ly took ownership of and integrated the $1.57 billion portfolio that secured the "Santerre" m
  • $486 million — "Santerre" mezzanine loan. The initial $486 million mezzanine loan investment yielded an 11
  • $3 b — nded the year with robust liquidity of >$3 billion, covering near-term 2024 maturiti
  • $29M — sfaction for the fifth straight year. $29M spent with M/WBEs Promoted Opportunit

Filing Documents

Executive Compensation

Executive Compensation 47 Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers 47 Compensation Discussion and Analysis 48 Compensation Committee Report 75 Compensation Committee Interlocks and Insider Participation 75

Executive Compensation Tables

Executive Compensation Tables 76 CEO Pay Ratio 86 2023 Pay vs. Performance 86 Equity Compensation Plan Information 91 Audit Matters 92 Proposal 3: Ratification of Fiscal 2024 Auditor Selection 92 Audit and Non-Audit Fees 93 Policy on Pre-Approval of Audit and Permissible Non-Audit Services 93 Audit and Compliance Committee Report 94 Securities Ownership 95 Stock Ownership of Directors, Management and Certain Beneficial Owners 95 Additional Information 97 Information About Our 2024 Annual Meeting 97 Submission of Stockholder Proposals and Other Items for 2025 Annual Meeting 101 Cautionary Note Regarding Forward-Looking Statements 101 Appendix A: Non-GAAP Financial Measures Reconciliation A- 1 Non-GAAP Financial Measures A- 1 Helpful Resources A- 8 2024 | Proxy Statement 1 Table of Contents About Ventas Our Company Ventas, Inc., an S&P 500 company, is a real estate investment trust ("REIT") focused on delivering strong, sustainable stockholder returns by enabling exceptional environments that benefit a large and growing aging population. The Company's growth is fueled by its senior housing communities, which provide valuable services to residents and enable them to thrive in supported environments. Ventas leverages its unmatched operational expertise, data-driven insights from its Ventas Operational Insights TM platform, extensive relationships and strong financial position to achieve its goal of delivering outsized performance across approximately 1,400 properties. The Ventas portfolio is composed of senior housing communities, outpatient medical buildings, research centers, hospitals and healthcare facilities located in North America and the United Kingdom. Our results are reported in three reportable business segments – senior housing operating portfolio ("SHOP"), outpatient medical and research portfolio ("OM&R") and triple-net leased properties ("NNN"). A LEADER IN REAL ESTATE UNIQUELY POSITIONED

Properties

Properties Senior Housing Communities Square Foot Outpatient Medical Portfolio (4) Assets Under Management in the Ventas Investment Management Platform (1) Information as of December 31, 2023. (2) Factset, for the period beginning January 1, 2000 and ending December 31, 2023. (3) BBB+ (stable) rating from Standard & Poor's; Baa1 (stable) rating from Moody's. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. (4) Represents consolidated and unconsolidated properties and investments and in process developments underway. * Some of the financial measures discussed are non-GAAP measures. Please see Appendix A for additional information and a reconciliation to the most directly comparable GAAP measures. 2023 Performance Our advantaged platform has the team, tools, financial strength, data capabilities and operator relationships to drive performance, as evidenced by Ventas's strong results in 2023. Delivered strong stockholder returns Our Total Stockholder Return ("TSR") exceeded 15% for 2023, continuing our strong track record of performance. Notably, we: Outperformed the FTSE Nareit Equity Health Care Index and the MSCI U.S. REIT Index on a 1- and 2- year annualized basis Performed in the upper quartile of the FTSE Nareit Equity Health Care Index for the 3 years ended December 31, 2023 Delivered annualized TSR of nearly 18% since the beginning of 2000, significantly outperforming the FTSE Nareit Equity Health Care Index , MSCI U.S. REIT Index and the S&P 500 Delivered strong financial and operating performance and robust year-over-year growth Produced Normalized FFO* per share of $2.99, exceeding the midpoint Normalized FFO per share guidance provided in February 2023 and which represented growth of more than 5% (1) over the prior year. Delivered total Company same-store cash NOI* growth of 8.1% Reflecting our compelling organic growth opportunity, we grew SHOP same-store

Executive Compensation

Executive Compensation The second item on the agenda is an advisory vote on our executive compensation program. Our executive compensation program reflects our philosophy that compensation should be linked to performance, align with stockholder experience and attract, retain and motivate talented employees. We benchmark our executive compensation against that of our peers to ensure that our executives' pay is appropriate based on their roles, responsibilities and years of experience. A significant proportion of target executive compensation — more th an 80% o f the 2023 target compensation of our Named Executive Officers — is in the form of equity and cash incentive awards tied to pre-identified performance measures such that an executive's realized pay is closely tied to the Company's performance. At our 2023 annual meeting, our executive compensation program received the support of over 90% of votes cast and our conversations with our stockholders during 2023 indicate that our stockholders are generally supportive of our executive compensation program. Additional information regarding our executive compensation program can be found in the section titled Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers. Auditor The third item on the agenda for the 2024 Annual Meeting is approval of the selection of KPMG as our auditors for 2024 . KPMG was first engaged to serve as our independent registered public accounting firm in July 2014. We believe that the continued retention of KPMG to serve in this role for this fiscal year is in the best interests of the Company and its stockholders. Additional information regarding this proposal can be found under Proposal 3: Ratification of Fiscal 2024 Auditor Selection. 8 2024 | Proxy Statement Table of Contents Corporate Governance and Board Matters Proposal 1 Election of Directors At the 2024 Annual Meeting, stockholders will vote on the election of the 12 director nominees lis

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