Douglas Crocker II Retires from the
Board
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) said today
its Board of Directors (the “Board”) has appointed James D.
(“Denny”) Shelton to serve as the Company’s independent presiding
director. Douglas Crocker II, who served the Company as independent
presiding director for 13 years, has retired from the Board in
connection with the Company’s retirement policy.
“An independent and strong lead director is a key component of
our commitment to effective corporate governance,” Ventas Chairman
and CEO Debra A. Cafaro said. “Denny Shelton has gained the respect
and confidence of our full Board since he joined us in 2008, and he
will bring his leadership skills and success in the healthcare
arena, honed in his highly successful roles as Chairman of Omnicare
and Triad Hospitals, to Ventas.”
“Doug Crocker has served as Ventas’s independent lead director
for 13 years and as a director since the Company’s inception in
1998. Under his stewardship, Ventas has achieved sustained
excellence, and our shareholders, Board and management team have
benefited from Doug’s extraordinary commitment, judgment, integrity
and experience,” Cafaro added. “We will miss Doug, and are grateful
for his powerful contributions to our success over almost two
decades.”
As presiding director, Mr. Shelton will chair executive sessions
of the Board and otherwise act as a liaison between the independent
members of the Board and the Company’s management. He is currently
Chair of the Board’s Nominating and Corporate Governance Committee
and Executive Committee. Mr. Shelton is also a director of Envision
(NYSE: EVHC), a healthcare services company. He previously served
as non-executive Chairman of the Board of Omnicare, Inc. (formerly
NYSE: OCR) until it was acquired by CVS Health Corporation in
August 2015. Mr. Shelton also served as Chief Executive Officer and
Chairman of the Board of Triad Hospitals, Inc. (formerly NYSE:
TRI), an owner and manager of hospitals and ambulatory surgery
centers, until it was acquired by Community Health Systems in July
2007. Mr. Shelton previously served on the boards of the Federation
of American Hospitals and the American Hospital Association.
Ventas also said today that the Board re-appointed Ms. Cafaro to
serve as the Company’s Chairman of the Board.
2016 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, 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 2016
and approved, on an advisory basis, the Company’s executive
compensation.
BOARD DECLARES REGULAR QUARTERLY DIVIDEND
Ventas said today that the Board declared a regular quarterly
dividend of $0.73 per share, payable in cash on June 30, 2016 to
stockholders of record on June 6, 2016. The dividend is the second
quarterly installment of the Company’s 2016 annual dividend.
Ventas, Inc., an S&P 500 company, is a leading real estate
investment trust. Its diverse portfolio of approximately 1,300
assets in the United States, Canada and the United Kingdom consists
of seniors housing communities, medical office buildings, skilled
nursing facilities, specialty hospitals and general acute care
hospitals. 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 or acquisition 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; (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 tenants, 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, 2015
and for the year ending December 31, 2016; (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, and obligations, including
indemnification obligations, the Company may incur in connection
with the replacement of an existing tenant; (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 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) 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; (v) the impact of market or issuer
events on the liquidity or value of the Company’s investments in
marketable securities; (w) consolidation 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; (x) the impact of litigation or any
financial, accounting, legal or regulatory issues that may affect
the Company or its tenants, operators, borrowers or managers; and
(y) 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.
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Ventas, Inc.Ryan Shannon(877) 4-VENTAS
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