Company Announces 2017 Annual Meeting
Results; Board Re-Appoints Leadership
Ventas, Inc. (NYSE: VTR) said today that its Board of Directors
declared a regular quarterly dividend of $0.775 per share, payable
in cash on June 30, 2017 to stockholders of record on June 6, 2017.
The dividend is the second quarterly installment of the Company’s
2017 annual dividend.
2017 ANNUAL MEETING RESULTS
At Ventas’s Annual Meeting of Stockholders today, stockholders
voted to 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, Roxanne M. Martino, Walter
C. Rakowich, 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
2017 and approved, on an advisory basis, the Company’s executive
compensation and annual frequency of advisory votes on the
Company’s executive compensation.
BOARD RE-APPOINTS LEADERSHIP
Consistent with the Company’s commitment to strong corporate
governance, the Board re-appointed Mr. Shelton, 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 also said today that the Board re-appointed Ms. Cafaro, the
Company’s Chief Executive Officer, to serve as Chairman.
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, life
science and innovation centers, inpatient rehabilitation and
long-term acute care facilities, general acute care hospitals and
skilled nursing facilities. 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. References to “Ventas”
or the “Company” mean Ventas, Inc. and its consolidated
subsidiaries unless otherwise expressly noted.
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 and effect 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, 2016 and for
the year ending December 31, 2017; (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 Company’s ability to obtain
the financial results expected from its development and
redevelopment projects; (w) the impact of market or issuer events
on the liquidity or value of the Company’s investments in
marketable securities; (x) 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; (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; and
(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.
The Company routinely announces material information to
investors and the marketplace using press
releases, SEC filings, public conference calls, webcasts
and the Company’s website
at www.ventasreit.com/investor-relations. The information that
the Company posts to its website may be deemed to be material.
Accordingly, the Company encourages investors and others interested
in the Company to routinely monitor and review the information that
the Company posts on its website, in addition to following the
Company’s press releases, SEC filings and public
conference calls and webcasts. You may automatically receive e-mail
alerts and other information about the Company when you enroll your
e-mail address by visiting the “Sign up to Receive Email Updates”
section of the Company’s website
at www.ventasreit.com/investor-relations.
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Ventas, Inc.Ryan K. Shannon(877) 4-VENTAS
Ventas (NYSE:VTR)
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