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VTR > SEC Filings for VTR > Form 8-K on 20-May-2013All Recent SEC Filings

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Form 8-K for VENTAS INC


20-May-2013

Submission of Matters to a Vote of Security Holders, Other Events, Financial Statement


Item 5.07. Submission of Matters to a Vote of Security
Holders.

The Annual Meeting of Stockholders of Ventas, Inc. (the "Company") was held on May 16, 2013.

Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. Set forth below are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company's definitive Proxy Statement, filed with the Securities and Exchange Commission on April 5, 2013:

1. The election of eleven directors to terms expiring at the 2014 Annual Meeting of Stockholders.

                                                                     Broker
Nominee                    For         Against        Abstain       Non-Votes
Debra A. Cafaro        233,576,225    6,156,516     11,118,327     13,852,832
Douglas Crocker II     248,700,069    1,981,486        169,513     13,852,832
Ronald G. Geary        248,801,965    1,877,751        171,352     13,852,832
Jay M. Gellert         246,511,535    4,169,991        169,542     13,852,832
Richard I. Gilchrist   247,897,723    2,784,172        169,173     13,852,832
Matthew J. Lustig      249,061,423    1,619,539        170,106     13,852,832
Douglas M. Pasquale    233,803,020   16,878,097        169,951     13,852,832
Robert D. Reed         250,547,326      134,829        168,913     13,852,832
Sheli Z. Rosenberg     235,424,713   15,263,382        162,973     13,852,832
Glenn J. Rufrano       250,545,318      135,900        169,850     13,852,832
James D. Shelton       247,953,732    2,728,242        169,094     13,852,832

2. The ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2013.

For Against Abstain Broker Non-Votes 263,368,147 1,152,784 182,969 -

3. The approval, on an advisory basis, of the Company's executive compensation.

For Against Abstain Broker Non-Votes 230,942,916 19,320,676 587,476 13,852,832

4. A stockholder proposal regarding an equity retention policy.

For Against Abstain Broker Non-Votes 77,673,467 172,441,475 736,126 13,852,832


5. A stockholder proposal regarding an independent chairman.

For Against Abstain Broker Non-Votes 41,602,467 208,854,364 394,237 13,852,832

6. A stockholder proposal regarding acceleration of equity award vesting.

For Against Abstain Broker Non-Votes 90,831,807 159,429,699 589,562 13,852,832

As previously disclosed, a stockholder proposal regarding tax gross-up payments (Proposal 7) was withdrawn by the proponent prior to the Annual Meeting. Accordingly, no votes were tabulated with respect to this proposal at the Annual Meeting.



Item 8.01. Other Events.

On May 17, 2013, the Company announced 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.

A copy of the press release issued by the Company on May 17, 2013 is filed herewith as Exhibit 99.1 and incorporated in this Item 8.01 by reference.



Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits:

Exhibit
Number                        Description
 99.1     Press release issued by the Company on May 17, 2013.


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