Company Announces 2019 Annual Meeting Results; Board Re-Appoints
Leadership
CHICAGO–(BUSINESS WIRE)–lt;a href=”https://twitter.com/search?q=%24VTR&src=ctag” target=”_blank”gt;$VTRlt;/agt;–Ventas, Inc. (NYSE: VTR) said today that its Board of Directors (the
“Board”) declared a regular quarterly dividend of $0.7925 per share,
payable in cash on July 12, 2019 to stockholders of record on July 1,
2019. The dividend is the second quarterly installment of the Company’s
2019 annual dividend.
2019 ANNUAL MEETING RESULTS
At Ventas’s Annual Meeting of Stockholders held yesterday, 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 and James D. Shelton. Stockholders also ratified the
selection of KPMG LLP as the Company’s independent registered public
accounting firm for 2019 and approved, on an advisory basis, 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. The Board also 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 1,200 assets in the United
States, Canada and the United Kingdom consists of seniors housing
communities, medical office buildings, university-based research and
innovation centers, inpatient rehabilitation and long-term acute care
facilities, and health systems. 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. More information about Ventas and Lillibridge can be
found at www.ventasreit.com
and www.lillibridge.com.
The Company routinely announces material information to investors and
the marketplace using press releases, Securities and Exchange Commission
(“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.
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 SEC. 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, including the potential
phasing out of the London Inter-bank Offered Rate after 2021; (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, 2018 and for the year ending December 31, 2019; (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 damage to the Company’s properties from catastrophic weather
and other natural events and the physical effects of climate change; (s)
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; (t) 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; (u) 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; (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 Company’s ability to obtain the
financial results expected from its development and redevelopment
projects; (x) the impact of market or issuer events on the liquidity or
value of the Company’s investments in marketable securities; (y)
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; (z) 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 (aa)
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.
Contacts
Juan Sanabria
(877) 4-VENTAS
