Company Announces 2013 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 $0.67 per
share, payable in cash on June 28, 2013 to stockholders of record on
June 5, 2013. The dividend is the second quarterly installment of the
Company’s 2013 annual dividend.
2013 ANNUAL MEETING RESULTS
At Ventas’s Annual Meeting of Stockholders on Thursday, May 16,
stockholders voted to re-elect all eleven of the Company’s
director-nominees to new one-year terms: Debra A. Cafaro, Douglas
Crocker II, Ronald G. Geary, Jay M. Gellert, Richard I. Gilchrist,
Matthew J. Lustig, Douglas M. Pasquale, Robert D. Reed, Sheli Z.
Rosenberg, Glenn J. Rufrano, and James D. Shelton. Stockholders also
ratified the selection of Ernst & Young LLP as the Company’s independent
registered public accounting firm for 2013 and approved, on an advisory
basis, the Company’s executive compensation.
In addition, stockholders strongly supported the Board’s recommendations
and rejected by a significant majority all three stockholder proposals
presented at the Annual Meeting. As previously disclosed, a fourth
stockholder proposal was withdrawn prior to the Annual Meeting and no
votes were tabulated with respect thereto.
BOARD RE-APPOINTS LEADERSHIP
Ventas also said today that, following stockholders’ vote in favor of
the Company’s existing leadership structure, 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 1,400 assets in 47 states
(including the District of Columbia) and two Canadian provinces consists
of seniors housing communities, skilled nursing facilities, hospitals,
medical office buildings 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 budget resulting in the
reduction or nonpayment of Medicare or Medicaid reimbursement rates; (e)
the nature and extent of future competition; (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 due to economic, market, legal, tax or other
considerations; (l) final determination of the Company’s taxable net
income for the year ended December 31, 2012 and for the year ending
December 31, 2013; (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 U.S. and Canadian currency exchange rates; (p) year-over-year
changes in the Consumer Price Index and the effect of those changes on
the rent escalators contained in the Company’s leases, including the
rent escalators for two of the Company’s master lease agreements with
Kindred Healthcare, Inc., 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 liquidity, financial condition and results of operations of the
Company’s tenants, operators, borrowers and managers, and the ability of
the Company’s tenants, operators, borrowers and managers to accurately
estimate the magnitude of those claims; (s) risks associated with the
Company’s medical office building (“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 healthcare and seniors housing 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; and (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.
Many of these factors are beyond the control of the Company and its
management.
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