Ventas 8-K 2025-05-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 13, 2025

VENTAS, INC.

(Exact Name of Registrant as Specified in Its Charter)

300 North LaSalle Street, Suite 1600, Chicago, Illinois 60654

(Address of Principal Executive Offices)

001-10989

Commission file number

Registrant’s telephone number, including area code: (877) 483-6827

Not applicable

Former Name or Former Address, if Changed Since Last Report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

At the Annual Meeting of Stockholders (the “Annual Meeting”) of Ventas, Inc. (the “Company”) held on May 13, 2025, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (i) to increase the number of authorized shares of the Company’s common stock, par value $0.25 per share, from 600,000,000 shares to 1,200,000,000 shares and to make a corresponding change to the aggregate number of authorized shares of the Company’s capital stock (the “Authorized Share Amendment”) and (ii) to provide for the elimination of monetary liability of certain of the Company’s officers in certain circumstances as provided under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the “DGCL”) (the “Exculpation Amendment” and, together with the Authorized Share Amendment, the “Charter Amendments”). The Exculpation Amendment also simplifies the existing exculpation provision related to the Company’s directors by referring to the DGCL instead of specifying each instance in which exculpation for directors is currently not permissible under the DGCL. Following the Annual Meeting, on May 14, 2025, the Company filed with the Secretary of State of the State of Delaware Certificates of Amendments to implement the Charter Amendments as well as a Restated Certificate of Incorporation.

The information set forth herein is qualified in its entirety by reference to the complete text of the Certificates of Amendments to implement the Charter Amendments and the Restated Certificate of Incorporation, copies of which are filed as Exhibits 3.1, 3.2 and 3.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein**.**

Represented at the Annual Meeting were 401,652,999 shares, or 91.76%, of the Company’s 437,697,802 shares of common stock 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, 2025, as supplemented on April 16, 2025 (the “Proxy Statement”). The vote required for approval of Proposals 1 and 4 was based on a majority of votes cast. The vote required for Proposals 2 and 3 was based on a majority of voting power present (in person or by proxy). The vote required for Proposal 5 was based on the majority of shares outstanding entitled to vote on this matter. Abstentions had no effect on Proposals 1 and 4 and were counted as votes “against” on Proposals 2, 3 and 5. 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. Brokers had discretionary authority to vote on Proposals 3 and 4, and broker non-votes were counted as votes “against” on Proposal 5.

Proposal 1: To elect the 12 director nominees named in the Proxy Statement to serve until the 2026 Annual Meeting of Stockholders

Nominees of the Company:

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

Proposal 3: To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year

Proposal 4: To approve an amendment to the Amended and Restated Certificate of Incorporation of Ventas, Inc. to increase the number of authorized shares of common stock

Proposal 5: To approve an amendment to the Amended and Restated Certificate of Incorporation of Ventas, Inc. to limit the liability of certain officers as permitted by Delaware Law

Item. 9.01. Financial Statements and Exhibits.

(d) Exhibits:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 14, 2025