Company Announces 2015 Annual Meeting
Results; Board Re-Appoints Leadership
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) said today
that its Board of Directors declared a regular quarterly dividend
of $0.79 per share, payable in cash on June 30, 2015 to
stockholders of record on June 5, 2015. The dividend is the second
quarterly installment of the Company’s 2015 annual dividend.
2015 ANNUAL MEETING RESULTS
At Ventas’s Annual Meeting of Stockholders today, stockholders
voted to re-elect each of the Company’s director-nominees to new
one-year terms: Melody C. Barnes, Debra A. Cafaro, Douglas Crocker
II, Ronald G. Geary, Jay M. Gellert, Richard I. Gilchrist, Matthew
J. Lustig, Douglas M. Pasquale, Robert D. Reed, Glenn J. Rufrano,
and James D. Shelton. Stockholders also ratified the selection of
KPMG LLP as the Company’s independent registered public accounting
firm for 2015 and approved, on an advisory basis, the Company’s
executive compensation.
BOARD RE-APPOINTS LEADERSHIP
Ventas also said today that the Board re-appointed Ms. Cafaro,
the Company’s Chief Executive Officer, to serve as Chairman.
Consistent with the Company’s commitment to strong corporate
governance, the Board also re-appointed Mr. Crocker, an independent
director, as the Company’s presiding director to chair executive
sessions of the Board and otherwise act as a liaison between the
independent members of the Board and the Company’s management.
Ventas, Inc., an S&P 500 company, is a leading real estate
investment trust. Its diverse portfolio of more than 1,600 assets
in the United States, Canada and the United Kingdom consists of
seniors housing communities, medical office buildings, skilled
nursing facilities, hospitals and other properties. Through its
Lillibridge subsidiary, Ventas provides management, leasing,
marketing, facility development and advisory services to highly
rated hospitals and health systems throughout the United States.
More information about Ventas and Lillibridge can be found at
www.ventasreit.com and www.lillibridge.com.
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements regarding the Company’s or its tenants’,
operators’, borrowers’ or managers’ expected future financial
condition, results of operations, cash flows, funds from
operations, dividends and dividend plans, financing opportunities
and plans, capital markets transactions, business strategy,
budgets, projected costs, operating metrics, capital expenditures,
competitive positions, acquisitions, investment opportunities,
dispositions, merger integration, growth opportunities, expected
lease income, continued qualification as a real estate investment
trust (“REIT”), plans and objectives of management for future
operations and statements that include words such as “anticipate,”
“if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,”
“could,” “should,” “will” and other similar expressions are
forward-looking statements. These forward-looking statements are
inherently uncertain, and actual results may differ from the
Company’s expectations. The Company does not undertake a duty to
update these forward-looking statements, which speak only as of the
date on which they are made.
The Company’s actual future results and trends may differ
materially from expectations depending on a variety of factors
discussed in the Company’s filings with the Securities and
Exchange Commission. These factors include without limitation:
(a) the ability and willingness of the Company’s tenants,
operators, borrowers, managers and other third parties to satisfy
their obligations under their respective contractual arrangements
with the Company, including, in some cases, their obligations to
indemnify, defend and hold harmless the Company from and against
various claims, litigation and liabilities; (b) the ability of the
Company’s tenants, operators, borrowers and managers to maintain
the financial strength and liquidity necessary to satisfy their
respective obligations and liabilities to third parties, including
without limitation obligations under their existing credit
facilities and other indebtedness; (c) the Company’s success in
implementing its business strategy and the Company’s ability to
identify, underwrite, finance, consummate and integrate
diversifying acquisitions and investments, including investments in
different asset types and outside the United States; (d)
macroeconomic conditions such as a disruption of or lack of access
to the capital markets, changes in the debt rating on U.S.
government securities, default or delay in payment by the
United States of its obligations, and changes in the federal
or state budgets resulting in the reduction or nonpayment
of Medicare or Medicaid reimbursement rates;
(e) the nature and extent of future competition, including new
construction in the markets in which the Company’s seniors housing
communities and medical office buildings (“MOBs”) are located;
(f) the extent of future or pending healthcare reform and
regulation, including cost containment measures and changes in
reimbursement policies, procedures and rates; (g) increases in the
Company’s borrowing costs as a result of changes in interest rates
and other factors; (h) the ability of the Company’s operators and
managers, as applicable, to comply with laws, rules and regulations
in the operation of the Company’s properties, to deliver
high-quality services, to attract and retain qualified personnel
and to attract residents and patients; (i) changes in general
economic conditions or economic conditions in the markets in which
the Company may, from time to time, compete, and the effect of
those changes on the Company’s revenues, earnings and funding
sources; (j) the Company’s ability to pay down, refinance,
restructure or extend its indebtedness as it becomes due; (k) the
Company’s ability and willingness to maintain its qualification as
a REIT in light of economic, market, legal, tax and other
considerations; (l) final determination of the Company’s taxable
net income for the year ended December 31, 2014 and for
the year ending December 31, 2015; (m) the ability and
willingness of the Company’s tenants to renew their leases with the
Company upon expiration of the leases, the Company’s ability to
reposition its properties on the same or better terms in the event
of nonrenewal or in the event the Company exercises its right to
replace an existing tenant or manager, and obligations, including
indemnification obligations, the Company may incur in connection
with the replacement of an existing tenant or manager; (n) risks
associated with the Company’s senior living operating portfolio,
such as factors that can cause volatility in the Company’s
operating income and earnings generated by those properties,
including without limitation national and regional economic
conditions, costs of food, materials, energy, labor and services,
employee benefit costs, insurance costs and professional and
general liability claims, and the timely delivery of accurate
property-level financial results for those properties; (o) changes
in exchange rates for any foreign currency in which the Company
may, from time to time, conduct business; (p) year-over-year
changes in the Consumer Price Index or the UK Retail Price Index
and the effect of those changes on the rent escalators contained in
the Company’s leases and the Company’s earnings; (q) the Company’s
ability and the ability of its tenants, operators, borrowers and
managers to obtain and maintain adequate property, liability and
other insurance from reputable, financially stable providers; (r)
the impact of increased operating costs and uninsured professional
liability claims on the Company’s liquidity, financial condition
and results of operations or that of the Company’s tenants,
operators, borrowers and managers, and the ability of the Company
and the Company’s tenants, operators, borrowers and managers to
accurately estimate the magnitude of those claims; (s) risks
associated with the Company’s MOB portfolio and operations,
including the Company’s ability to successfully design, develop and
manage MOBs, to accurately estimate its costs in fixed
fee-for-service projects and to retain key personnel; (t) the
ability of the hospitals on or near whose campuses the Company’s
MOBs are located and their affiliated health systems to remain
competitive and financially viable and to attract physicians and
physician groups; (u) the Company’s ability to build, maintain and
expand its relationships with existing and prospective hospital and
health system clients; (v) risks associated with the Company’s
investments in joint ventures and unconsolidated entities,
including its lack of sole decision-making authority and its
reliance on its joint venture partners’ financial condition; (w)
the impact of market or issuer events on the liquidity or value of
the Company’s investments in marketable securities; (x) merger and
acquisition activity in the seniors housing and healthcare
industries resulting in a change of control of, or a competitor’s
investment in, one or more of the Company’s tenants, operators,
borrowers or managers or significant changes in the senior
management of the Company’s tenants, operators, borrowers or
managers; (y) the impact of litigation or any financial,
accounting, legal or regulatory issues that may affect the Company
or its tenants, operators, borrowers or managers; (z) changes
in accounting principles, or their application or interpretation,
and the Company’s ability to make estimates and the assumptions
underlying the estimates, which could have an effect on the
Company’s earnings; and (aa) uncertainties as to the completion and
timing of the Company’s proposed spin-off of most of the Company’s
post-acute/skilled nursing facility portfolio into an independent,
publicly traded REIT, and the impact of the spin-off transaction on
the Company’s business. Many of these factors are beyond the
control of the Company and its management.
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Ventas, Inc.Lori B. Wittman, (877) 4-VENTAS
Ventas (NYSE:VTR)
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