Ventas Confirms Land & Buildings Board Nominations, Cites Strong TSR

TL;DR

**Ventas is facing a proxy fight from Land & Buildings, who nominated three board candidates.**

AI Summary

Ventas, Inc. (NYSE: VTR) issued a DEFA14A filing on January 12, 2024, informing employees about a press release confirming that shareholder Land & Buildings has nominated three candidates for election to Ventas's Board of Directors. This filing highlights Ventas's commitment to shareholder interests, citing its total shareholder return (TSR) outperformance against the Nareit Healthcare REIT index and the RMS REIT benchmark over the past two years and 24 years. This matters to investors because a proxy contest could lead to changes in company strategy or leadership, potentially impacting future stock performance.

Why It Matters

A proxy contest initiated by Land & Buildings could lead to significant changes in Ventas's board composition and strategic direction, directly influencing the company's future performance and shareholder value.

Risk Assessment

Risk Level: medium — A proxy contest introduces uncertainty regarding future leadership and strategy, which can impact investor confidence and stock volatility.

Analyst Insight

Investors should monitor further communications from Ventas and Land & Buildings to understand the specific proposals and arguments from both sides, as the outcome of this proxy contest could influence Ventas's strategic direction and stock performance.

Key Players & Entities

• Ventas, Inc. (company) — the registrant and target of board nominations
• Land & Buildings (company) — a shareholder that nominated three candidates to Ventas's Board of Directors
• Nareit Healthcare REIT index (company) — a key benchmark Ventas claims to have outperformed
• RMS REIT benchmark (company) — a key benchmark Ventas claims to have outperformed

FAQ

From the Filing

0001104659-24-003544.txt : 20240112 0001104659-24-003544.hdr.sgml : 20240112 20240112092042 ACCESSION NUMBER: 0001104659-24-003544 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20240112 DATE AS OF CHANGE: 20240112 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: 24530759 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 tm243125d2_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. sent the following communication to employees: To: All Corporate Employees Date: 1-11-2024 Dear Colleagues, This morning we issued a press release confirming that a shareholder – Land & Buildings – nominated three candidates to stand for election to the Ventas Board of Directors. It’s fairly common for shareholders to express their views publicly, and Ventas has navigated this situation before. As always, our Board and management team are committed to acting in the best interest of Ventas and our shareholders. This commitment is demonstrated by the value we have created for shareholders and the performance of our business, including the 2023 business accomplishments I recently shared with you. Through your efforts, Ventas’s total shareholder return (TSR) has outperformed key benchmarks in the long- and short-term, including both the Nareit Healthcare REIT index and the RMS REIT benchmark for the past two years – and over the past 24 years! The attached summary demonstrates Ventas's outperformance for shareholders. In terms of next steps, we have a small group focused on this matter and our Board will follow its normal governance practices with respect to the new nominations. All of us will remain focused on business as usual at Ventas, building on our positive accomplishments and momentum. Together, I am confident we will capitalize on the strong demographic tailwinds supporting our business – and the significant demand advantage we enjoy compared to the broader commercial real estate market – as we enable exceptional environments that benefit the large and growing aging population. Please promptly refer any inquiries and communications (a) from the media to Molly McEvily and Jamie Tully; and (b) from analysts or investors to BJ Grant and Emmett Simmons. If you have questions, feel free to speak to your executive leader or others in the Ventas Leadership Team. We are available to support you and answer your questions. Thank you, and let’s keep up the great work, continue making meaningful progress an