Ventas Inc
For the period ended May 14, 2024. Filed Apr 2, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2024 · Filed Apr 2, 2024
Contents
Proxy Summary
At our 2024 Annual Meeting, you will be asked to vote on three proposals. This proxy summary provides limited information regarding each proposal. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
2024 Annual Meeting Proposals
The proposals that stockholders will be asked to vote on at this meeting are as follows:
| ITEMS: · Board Recommendation · PageReference | ||||
|---|---|---|---|---|
| 1 | To elect the 12 director nominees named in the Proxy Statement to serve until the 2025 Annual Meeting of Stockholders | FOR each director nominee | 9 | |
| 2 | To approve, on an advisory basis, the compensation of our Named Executive Officers | FOR | 47 | |
| 3 | To ratify the selection of KPMG LLP as our independent registered public accounting firm for the 2024 fiscal year | FOR | 92 | |
Director Nominees
Our Board has nominated 12 individuals for election as directors at the Company’s 2024 Annual Meeting. All of our director nominees are currently members of our Board of Directors. Each brings valuable skills and opinions, informed by their background and experience, to our deliberations and is an important contributor to our Board and advisor to our management team.
Additional information concerning the composition of our Board and our director nominees can be found under Proposal 1: Election of Directors.
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 than 80% of 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 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.