Stockholders Re-elect Directors, Ratify Ernst & Young and
Approve Proposal on Board Elections;
Board Re-appoints Leadership
CHICAGO, May 03, 2010 (BUSINESS WIRE) --Ventas, Inc. (NYSE:VTR) ("Ventas" or the "Company") said today that its
Board of Directors declared a regular quarterly dividend of $0.535 per
share, payable in cash on June 30, 2010 to stockholders of record on
June 11, 2010. The dividend is the second quarterly installment of the
Company's 2010 annual dividend.
STOCKHOLDERS APPROVE PROPOSALS
At Ventas's annual meeting on Friday, April 30, 2010, stockholders voted
to re-elect the following Board members to new one-year terms: Debra A.
Cafaro, Douglas Crocker II, Ronald G. Geary, Jay M. Gellert, Robert D.
Reed, Sheli Z. Rosenberg, James D. Shelton and Thomas C. Theobald.
Ventas stockholders also ratified the selection of Ernst & Young LLP as
the Company's independent registered public accounting firm for 2010 and
approved a non-binding stockholder proposal to adopt a majority vote
standard for the election of directors.
"As a shareholder-focused Company, the Ventas Board will examine the
results of this vote to adopt a majority voting standard for the
election of directors, engage in a dialogue with our investors, and
respond in a manner that serves the best interests of all our
constituents," said Sheli Z. Rosenberg, Chair of the Ventas Nominating
and Governance Committee.
BOARD RE-APPOINTS LEADERSHIP
The Ventas Board also said today that it re-appointed Ms. Cafaro as
Chairman. She is also the Company's President and Chief Executive
Officer.
Additionally, consistent with the Company's commitment to sound
corporate governance, the Ventas Board of Directors 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 Ventas Board and the Company's
management.
"I am honored to be reappointed by my co-directors as Ventas's Presiding
Director," said Douglas Crocker II. "I look forward to continuing to
work with our Chief Executive Officer Debra Cafaro and the excellent
executive leadership team at Ventas in the coming years as we build on
our exceptional record of creating long-term value for Ventas
shareholders."
Ventas, Inc., an S&P 500 company, is a leading healthcare real estate
investment trust. Its diverse portfolio of properties located in 43
states and two Canadian provinces includes seniors housing communities,
skilled nursing facilities, hospitals, medical office buildings and
other properties. More information about Ventas can be found on its
website at www.ventasreit.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',
managers' or borrowers' expected future financial position, results of
operations, cash flows, funds from operations, dividends and dividend
plans, financing plans, business strategy, budgets, projected costs,
operating metrics, capital expenditures, competitive positions,
acquisitions, investment opportunities, merger integration, growth
opportunities, dispositions, 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. Such forward-looking
statements are inherently uncertain, and security holders must recognize
that actual results may differ from the Company's expectations. The
Company does not undertake a duty to update such 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
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 meet
and/or perform 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 or investments,
including those in different asset types and outside the United States;
(d) the nature and extent of future competition; (e) the extent of
future or pending healthcare reform and regulation, including cost
containment measures and changes in reimbursement policies, procedures
and rates; (f) increases in the Company's cost of borrowing as a result
of changes in interest rates and other factors; (g) the ability of the
Company's operators and managers, as applicable, to deliver high quality
services, to attract and retain qualified personnel and to attract
residents and patients; (h) the results of litigation affecting the
Company; (i) changes in general economic conditions and/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 and
its ability to access the capital markets or other sources of funds; (j)
the Company's ability to pay down, refinance, restructure and/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, 2009
and for the year ending December 31, 2010; (m) the ability and
willingness of the Company's tenants to renew their leases with the
Company upon expiration of the leases and the Company's ability to
reposition its properties on the same or better terms in the event such
leases expire and are not renewed by the Company's tenants or in the
event the Company exercises its right to replace an existing tenant upon
default; (n) risks associated with the Company's senior living operating
portfolio, such as factors causing volatility in the Company's operating
income and earnings generated by its properties, including without
limitation national and regional economic conditions, costs of
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) the movement of U.S. and Canadian exchange rates; (p)
year-over-year changes in the Consumer Price Index and the effect of
those changes on the rent escalators, including the rent escalator for
Master Lease 2 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
liability and other insurance from reputable and 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)
the ability and willingness of the lenders under the Company's unsecured
revolving credit facilities to fund, in whole or in part, borrowing
requests made by the Company from time to time; (t) the impact of market
or issuer events on the liquidity or value of the Company's investments
in marketable securities; and (u) the impact of any financial,
accounting, legal or regulatory issues that may affect the Company or
its major tenants, operators or managers.Many of these factors
are beyond the control of the Company and its management.

SOURCE: Ventas, Inc.
Ventas, Inc.
David J. Smith, 877-4-VENTAS