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Ventas 8-K Report, Executive Changes (May 15, 2026)

Reports
Leadership Changes·Shareholder Matters·Other Events+1
Filing Date
Filed May 15, 2026
Period End
May 12, 2026
Security
VTR
In the record · 2016–202610-K1110-Q348-K128

VTR filed 11 annual reports (10-K), 34 quarterly reports (10-Q) and 128 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Jul ’17Jul ’17
  2. Leadership change8-K · Jul ’19Jul ’19
  3. Deal closed8-K · Sep ’21Sep ’21
  4. Material agreement8-K · Apr ’25Apr ’25

01—Abstract

Summary

Summary of the 8-K filed May 15, 2026. Cited figures are marked; the original filing is the authoritative source.

Ventas, Inc. (VTR) filed this Form 8-K on May 15, 2026 to report three matters: a separation agreement with an executive officer, the results of its 2026 Annual Meeting of Stockholders, and an amendment to its at-the-market (ATM) equity sales program.

On May 12, 2026, the company entered into a separation and release agreement with Peter J. Bulgarelli, Executive Vice President, Outpatient Medical & Research, and President and CEO of Lillibridge Healthcare Services, Inc., in connection with his previously disclosed retirement on May 1, 2026. He will receive a prorated 2026 annual incentive bonus based on target performance through his retirement date, contingent on a standard release of claims and continued compliance with restrictive covenants.

At the Annual Meeting held May 13, 2026, stockholders representing 444,592,209 shares, or 93.50%a, of the 475,463,173 shares outstanding and entitled to vote were present. All 12 director nominees were elected to serve until the 2027 Annual Meeting. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, with 392,256,709 votes for and 35,413,128 against.

KPMG LLP was ratified as the independent registered public accounting firm for 2026, with 437,540,505 votes for and 6,812,572 against. On May 15, 2026, Ventas entered into Amendment No. 3 to its ATM Sales Agreement. The aggregate gross sales price of common stock now available for issuance under the agreement is $3.0 billionb, excluding shares previously sold under the agreement before the amendment.

Other material terms are unchanged. Shares will be sold under the company's Form S-3 registration statement (File No. 333-277185) and a related prospectus supplement, and the amendment includes forward sale provisions with a group of sales agents and forward purchasers.

02—Key points

Key Highlights

  1. Executive retirement: Peter J. Bulgarelli, EVP, Outpatient Medical & Research and President and CEO of Lillibridge Healthcare Services, Inc., retired May 1, 2026; under a separation agreement dated May 12, 2026, he will receive a prorated 2026 annual incentive bonus at target performance, contingent on a release of claims and continued covenant compliance.
  2. Board elected: All 12 director nominees were elected to serve until the 2027 Annual Meeting; Melody C. Barnes received 392,026,421 votes for and 37,462,524 against, the lowest for-vote count among the nominees.
  3. Shareholder attendance: Shares representing 93.50% of the 475,463,173 shares outstanding and entitled to vote were represented at the May 13, 2026 Annual Meeting.
  4. Say-on-pay: Advisory approval of named executive officer compensation received 392,256,709 votes for and 35,413,128 against, with 2,031,771 abstentions.
  5. Auditor ratification: KPMG LLP was ratified as independent registered public accounting firm for fiscal 2026, with 437,540,505 votes for and 6,812,572 against.
  6. ATM program capacity: Amendment No. 3 sets the aggregate gross sales price of common stock available under the ATM Sales Agreement at $3.0 billion, excluding shares sold before the amendment.
  7. Continuity of terms: Apart from the increased capacity, the material terms of the ATM Sales Agreement remain unchanged; the agreement now has three amendments, the prior two dated June 13, 2025 and February 9, 2026.

03—Questions

Frequently Asked Questions

  1. Who is leaving Ventas, and what compensation will they receive?

    Peter J. Bulgarelli, Executive Vice President, Outpatient Medical & Research, and President and CEO of Lillibridge Healthcare Services, Inc., retired on May 1, 2026. Under a separation and release agreement dated May 12, 2026, he will receive a payment equal to the prorated portion of his 2026 annual incentive plan bonus, based on target performance through his retirement date. The payment is contingent on a standard release of claims and continued compliance with his restrictive covenants.

  2. Did stockholders approve the board nominees and executive pay?

    Yes. All 12 director nominees were elected to serve until the 2027 Annual Meeting. The advisory say-on-pay proposal was approved, with 392,256,709 votes for, 35,413,128 against and 2,031,771 abstentions. Under the vote standard described, abstentions had no effect on the director election.

  3. How much common stock can Ventas now sell under its ATM program?

    Under Amendment No. 3, dated May 15, 2026, the aggregate gross sales price of common stock available for issuance under the ATM Sales Agreement is $3.0 billion. This figure excludes shares sold under the agreement before the amendment. Sales will be made under the company's Form S-3 registration statement (File No. 333-277185) and an accompanying prospectus supplement.

  4. Who is the auditor, and was the appointment ratified?

    KPMG LLP was ratified as the company's independent registered public accounting firm for fiscal year 2026. Stockholders cast 437,540,505 votes for, 6,812,572 against and 239,132 abstentions on the proposal.

04—Continue

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