Ventas 8-K Report, Rights Modification (May 15, 2025)

Ventas, Inc. filed this Form 8-K to report the outcomes of its Annual Meeting of Stockholders held on May 13, 2025, and the related charter changes.

At the meeting, stockholders approved an amendment increasing the company's authorized common stock, par value $0.25^a per share, from 600,000,000 shares to 1,200,000,000 shares. Stockholders also approved an exculpation amendment that eliminates monetary liability of certain officers in certain circumstances as permitted under Delaware law, and that simplifies the existing director exculpation provision by referring to the DGCL. On May 14, 2025, the company filed Certificates of Amendment and a Restated Certificate of Incorporation with the Delaware Secretary of State to implement these changes.

Represented at the meeting were 401,652,999 shares, or 91.76%^b, of the 437,697,802 shares of common stock outstanding and entitled to vote. All twelve director nominees were elected to serve until the 2026 Annual Meeting. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, although the vote was 337,688,542 for, 44,979,242 against and 930,695 abstentions.

KPMG LLP was ratified as the independent registered public accounting firm for fiscal 2025 with 395,977,840 votes for. For investors, the most significant items are the substantial increase in authorized share capacity, which gives the company flexibility to issue additional common stock, and the officer exculpation change. The say-on-pay and authorized share proposals drew more opposition than the other items, with the share authorization receiving 380,993,639 votes for and 20,185,054 against.