01—Abstract
Summary
Summary of the 8-K filed March 4, 2024. Cited figures are marked; the original filing is the authoritative source.
On March 4, 2024, Ventas, Inc. (NYSE: VTR) entered into a Cooperation Agreement with shareholder Land & Buildings Investment Management, LLC and its affiliates.
Under the agreement, Ventas appointed Theodore R. Bigman and Joe V. Rodriguez, Jr. to its Board of Directors effective immediately.
Mr. Bigman joined the Investment Committee and Mr. Rodriguez joined the Nominating, Governance and Corporate Responsibility Committee. The company agreed to nominate both directors for re-election at its 2024 Annual Meeting of Stockholders. Land & Buildings agreed to certain voting commitments, including voting its shares in favor of all of the Board's director nominees at the 2024 Annual Meeting, and to standstill restrictions.
The agreement also contains a customary mutual non-disparagement provision and remains effective until the day after the 2025 Annual Meeting of Stockholders. The Board will temporarily expand to 13 directors, with 12 of them independent, and is expected to comprise 12 directors following the Annual Meeting.
The company describes the appointments as part of its ongoing Board refreshment and governance focus. The filing does not disclose financial results or financial impacts from the agreement.
02—Key points
Key Highlights
- Ventas appointed Theodore R. Bigman and Joe V. Rodriguez, Jr. to the Board of Directors effective March 4, 2024, and the Board has determined both are independent under NYSE rules.
- Mr. Bigman joined the Investment Committee and Mr. Rodriguez joined the Nominating, Governance and Corporate Responsibility Committee, both effective immediately.
- The company agreed to nominate Mr. Bigman and Mr. Rodriguez for re-election at the 2024 Annual Meeting of Stockholders.
- Land & Buildings agreed to vote its shares in favor of all Board director nominees at the 2024 Annual Meeting and to customary standstill and voting provisions.
- The Cooperation Agreement includes a customary mutual non-disparagement provision and remains effective until the day after the 2025 Annual Meeting of Stockholders.
- The Board will temporarily expand to 13 directors, 12 of whom are independent, and is expected to comprise 12 directors following the 2024 Annual Meeting.
- Both new directors will receive non-employee director compensation, including an initial award of restricted stock, as described in the 2023 proxy statement.
03—Questions
Frequently Asked Questions
Who are the new directors and what experience do they bring?
Theodore R. Bigman is founder and Chief Investment Officer of Bigman Holdings, his family office, and previously held positions at Morgan Stanley Investment Management from 1995 to 2021, most recently as Head of Global Listed Real Assets Investing. Joe V. Rodriguez, Jr. is President of Burnt Mountain Investments LLC and was a Founding Partner and Chief Investment Officer at Invesco Real Estate, where the filing says he helped scale the firm from $1 billion to more than $90 billion in assets under management.
What are the main terms of the Cooperation Agreement with Land & Buildings?
Land & Buildings agreed to vote its shares in favor of all Board director nominees at the 2024 Annual Meeting, and to abide by certain voting commitments and standstill restrictions. The agreement includes a customary mutual non-disparagement provision and remains effective until the day after the 2025 Annual Meeting of Stockholders. The full agreement is attached as Exhibit 10.1.
Will the new directors be compensated?
Yes. The filing states that Mr. Bigman and Mr. Rodriguez will participate in the compensation arrangements for non-employee directors, including receiving an initial award of shares of restricted stock, as described in the Company's 2023 proxy statement filed on April 5, 2023.
How does the Board size change as a result of these appointments?
The Board will temporarily expand to 13 directors, 12 of whom are independent and over 50% of whom identify as diverse by gender or ethnicity. The Board is expected to comprise 12 directors following the 2024 Annual Meeting.
04—Continue