Ventas Inc
For the period ended May 13, 2025. Filed Apr 1, 2025.
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 13, 2025 · Filed Apr 1, 2025
Contents
Proxy Summary
At our 2025 Annual Meeting, you will be asked to vote on five 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.
2025 Annual Meeting Proposals
The proposals that stockholders will be asked to vote on at this meeting are as follows:
| ITEMS: · Board Recommendation · Page Reference | |||
|---|---|---|---|
| 1 | To elect the 12 director nominees named in this Proxy Statement to serve until the 2026 Annual Meeting of Stockholders | FOR each director nominee | 8 |
| 2 | To approve, on an advisory basis, the compensation of our Named Executive Officers | FOR | 46 |
| 3 | To ratify the selection of KPMG LLP as our independent registered public accounting firm for the 2025 fiscal year | FOR | 88 |
| 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 | FOR | 91 |
| 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 | FOR | 93 |
Director Nominees
Our Board has nominated 12 individuals for election as directors at the Company’s 2025 Annual Meeting. All of our director nominees are currently members of our Board of Directors. Each brings valuable skills and perspectives, 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 for the 2025 Annual Meeting 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 2024 target compensation of our Named Executive Officers—is in the form of equity and cash incentive awards that is variable or at-risk such that an executive’s realized pay is closely tied to the Company’s performance.
| 6 | 2025 | Proxy Statement |
Proxy Summary
At our 2024 Annual Meeting of Stockholders, our executive compensation program received the support of over 86% of votes cast and our conversations with our stockholders during 2024 indicate that our stockholders are generally supportive of our executive compensation program.
Additional information regarding our executive compensation program and this proposal 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 2025 Annual Meeting is approval of the selection of KPMG as our auditing firm for 2025. 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 2025 Auditor Selection.
Authorized Share Increase
The fourth item on the agenda for the 2025 Annual Meeting is a proposal to amend our Amended and Restated Certificate of Incorporation to increase the number of authorized shares. We are proposing to increase the number of common shares authorized for issuance from 600,000,000 shares to 1,200,000,000 shares. The proposed increase will enhance our ability to execute on our strategy and provide flexibility to engage in capital-raising transactions, grant equity awards to employees and issue stock in the form of dividends and for other general corporate purposes.
Additional information regarding this proposal can be found under Proposal 4: Increase the Number of Authorized Common Shares.
Limitation of Monetary Liability of Certain Officers
The fifth item on the agenda for the 2025 Annual Meeting is a proposal to adopt an amendment (the “Exculpation Amendment”) to Article 6 of our Charter to provide for the elimination of monetary liability of certain of our 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 also would simplify the existing exculpation provision related to directors of Ventas set forth in Article 6 of our Charter by referring to the DGCL, instead of specifying each instance in which exculpation for directors is currently not permissible under the DGCL. This change would not expand or otherwise alter the scope of the current exculpation protections available to the directors.
Additional information regarding this proposal can be found under Proposal 5: Limit Liability of Certain Officers.
| 2025 | Proxy Statement | 7 |
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