Ventas Confirms Land & Buildings Director Nominations; No Shareholder Action Needed

TL;DR

**Activist investor Land & Buildings nominated three directors to Ventas's board, signaling a potential proxy contest.**

AI Summary

Ventas, Inc. (NYSE: VTR) confirmed on January 11, 2024, that Land & Buildings Investment Management, LLC has nominated three director candidates for election to Ventas's Board of Directors at the upcoming 2024 Annual Meeting of Stockholders. Ventas stated that its current 11-member board, with 10 independent directors, is strong and experienced, and no shareholder action is required at this time. This matters to investors because a proxy contest could lead to changes in company strategy or leadership, potentially impacting stock performance.

Why It Matters

This filing signals a potential proxy fight, where an activist investor, Land & Buildings, is trying to influence Ventas's board, which could lead to strategic shifts impacting the company's future direction and stock value.

Risk Assessment

Risk Level: medium — A proxy contest introduces uncertainty regarding future company leadership and strategy, which can create volatility for shareholders.

Analyst Insight

Investors should monitor future filings and news from Ventas and Land & Buildings for developments in the proxy contest, as the outcome could influence Ventas's strategic direction and stock performance. Consider the potential implications of new board members on management and operational decisions.

Key Players & Entities

• Ventas, Inc. (company) — the registrant and target of director nominations
• Land & Buildings Investment Management, LLC (company) — the activist investor nominating directors
• three (number) — number of director candidates nominated by Land & Buildings
• January 11, 2024 (date) — date Ventas issued the press release confirming nominations
• 11 (number) — total number of directors currently on Ventas's Board
• 10 (number) — number of independent directors on Ventas's Board

FAQ

From the Filing

0001104659-24-003333.txt : 20240111 0001104659-24-003333.hdr.sgml : 20240111 20240111164035 ACCESSION NUMBER: 0001104659-24-003333 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240111 DATE AS OF CHANGE: 20240111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ventas, Inc. CENTRAL INDEX KEY: 0000740260 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 611055020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 24529643 BUSINESS ADDRESS: STREET 1: 353 N. CLARK STREET STREET 2: SUITE 3300 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 3126603800 MAIL ADDRESS: STREET 1: 353 N. CLARK STREET STREET 2: SUITE 3300 CITY: CHICAGO STATE: IL ZIP: 60654 FORMER COMPANY: FORMER CONFORMED NAME: VENTAS INC DATE OF NAME CHANGE: 19980507 DEFA14A 1 tm243125d1_defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material under §240.14a-12 Ventas, Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. ¨ Fee paid previously with preliminary materials. ¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. On January 11, 2024, Ventas, Inc. issued the following press release: Ventas Confirms Receipt of Director Nominations from Land & Buildings No Shareholder Action Required at This Time CHICAGO – January 11, 2024 – Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today issued the following statement regarding the nomination of three director candidates by Land & Buildings Investment Management, LLC to stand for election to the Company’s Board of Directors at Ventas’s 2024 Annual Meeting of Stockholders. The Ventas Board of Directors and management team are committed to acting in the best interests of the Company and all shareholders. Ventas shareholders today benefit from a strong, diverse and experienced Board composed of 11 highly qualified directors, 10 of whom are independent, with significant leadership, investment, financial and operating experience across real estate, healthcare, development, REITs and public companies. The Board recognizes the importance of ongoing refreshment and has an effective and comprehensive director succession and search process in place. This includes annual director evaluations, feedback from our investors and support from third-party search firms. To that end, the Board has appointed four new independent directors in the last four years. Ventas’s Nominating, Governance and Corporate Responsibility Committee will evaluate Land & Buildings’ director candidates consistent with its established practices. The Ventas Board will present its formal recommendation regarding the nominees in its proxy statement, which will be filed with the U.S. Securities and Exchange Commission ahead of the 2024 Annual Meeting of Stockholders. Ventas shareholders are not required to take any action at this time. About Ventas Ventas Inc., an S&P 500 company, operates at the intersection of two large and dynamic industries – healthcare and real estate. Fueled by powerful demographic demand from growth in the aging population, Ventas owns or has investments in a highly diversified portfolio of approxim