01—Abstract
Summary
Summary of the 8-K filed May 16, 2024. Cited figures are marked; the original filing is the authoritative source.
Ventas, Inc. reported in this Item 5.07 filing that its 2024 Annual Meeting of Stockholders was held on May 14, 2024.
Holders of 371,713,165 shares, or 91.99%a, of the 404,048,823 shares of common stock outstanding and entitled to vote were represented at the meeting. Stockholders voted on three proposals described in the Company's definitive Proxy Statement filed April 2, 2024. All 12 director nominees were up for election to serve until the 2025 Annual Meeting.
Each nominee received more votes for than against. Votes for individual nominees ranged from 290,121,323 (Debra A. Cafaro, with 43,988,804 against and 17,401,871 abstaining) to 350,940,288 (Theodore R.
Bigman, with 388,172 against). Stockholders also approved, on an advisory basis, the compensation of the Company's Named Executive Officers, with 303,392,308 votes for, 47,690,123 against, and 429,567 abstaining.
Stockholders ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2024, with 368,093,450 votes for, 3,395,684 against, and 224,031 abstaining. Broker non-votes of 20,201,167 were recorded on the director election and the say-on-pay proposal.
02—Key points
Key Highlights
- Annual Meeting held May 14, 2024; 371,713,165 shares (91.99%) of 404,048,823 outstanding and entitled-to-vote shares were represented.
- All 12 director nominees were elected to serve until the 2025 Annual Meeting, each receiving more votes for than against under the majority-of-votes-cast standard.
- Debra A. Cafaro received the most votes against any nominee (43,988,804), with 17,401,871 abstentions, the highest abstention count among nominees.
- Advisory say-on-pay proposal on Named Executive Officer compensation passed with 303,392,308 votes for versus 47,690,123 against.
- KPMG LLP was ratified as independent registered public accounting firm for fiscal 2024 with 368,093,450 votes for versus 3,395,684 against.
- Broker non-votes of 20,201,167 were recorded on the director election and the say-on-pay proposal.
03—Questions
Frequently Asked Questions
How many shares were represented at the 2024 Annual Meeting?
Holders of 371,713,165 shares, or 91.99%, of the Company's 404,048,823 shares of common stock outstanding and entitled to vote were represented at the meeting held on May 14, 2024.
Were all director nominees elected?
Each of the 12 nominees named in the Proxy Statement received more votes for than against. The filing states the election vote requires a majority of votes cast, and abstentions have no effect on this proposal.
How did shareholders vote on executive compensation?
The advisory vote on Named Executive Officer compensation received 303,392,308 votes for, 47,690,123 against, and 429,567 abstentions. Abstentions are counted as against this proposal under the filing's voting terms.
Was the independent auditor approved?
Stockholders ratified KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2024, with 368,093,450 votes for, 3,395,684 against, and 224,031 abstentions.
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