Ventas Inc.

05/15/2026 | Press release | Distributed by Public on 05/15/2026 15:19

Proxy Results (Form 8-K)

Item 5.07.     Submission of Matters to a Vote of Security Holders.

The 2026 Annual Meeting of Stockholders of the Company (the "Annual Meeting") was held on May 13, 2026. Represented at the Annual Meeting were 444,592,209 shares, or 93.50%, of the Company's 475,463,173 shares of common stock, $0.25 par value per share, outstanding and entitled to vote at the Annual Meeting. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. Set forth below are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company's definitive Proxy Statement, filed with the Securities and Exchange Commission on April 1, 2026. The vote required for approval of Proposal 1 was based on a majority of votes cast, while the vote required for Proposals 2 and 3 was based on a majority of voting power present (in person or by proxy). Abstentions had no effect on Proposal 1 and were counted as votes "against" on Proposals 2 and 3. Pursuant to the rules of the New York Stock Exchange governing brokers' discretionary authority, brokers did not have the authority to vote on Proposals 1 and 2 without the beneficial owner's instruction and brokers had discretionary authority to vote on Proposal 3.

Proposal 1:   To elect the 12 director nominees named in the Proxy Statement to serve until the 2027 Annual Meeting of Stockholders

Nominees of the Company:

Nominee Votes For Votes Against Votes Abstained Broker Non-Votes
Melody C. Barnes 392,026,421 37,462,524 212,663 14,890,601
Theodore Bigman 429,327,760 153,143 220,705 14,890,601
Debra A. Cafaro 403,263,151 13,858,507 12,579,950 14,890,601
Michael J. Embler 429,036,445 434,260 230,903 14,890,601
Matthew J. Lustig 424,024,053 5,456,574 220,981 14,890,601
Roxanne M. Martino 414,947,605 13,606,326 1,147,677 14,890,601
Marguerite M. Nader 424,598,140 3,941,692 1,161,776 14,890,601
Sean P. Nolan 420,665,284 8,803,774 232,550 14,890,601
Walter C. Rakowich 428,133,612 1,336,405 231,591 14,890,601
Joe V. Rodriguez, Jr. 424,610,187 3,926,890 1,164,531 14,890,601
Sumit Roy 428,871,640 601,740 228,228 14,890,601
Maurice S. Smith 428,298,632 1,172,748 230,228 14,890,601

Proposal 2:   To approve, on an advisory basis, the compensation of the Company's Named Executive Officers

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

392,256,709 35,413,128 2,031,771 14,890,601
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