Company Announces 2015 Annual Meeting Results; Board Re-Appoints
Leadership
CHICAGO--(BUSINESS WIRE)--May 14, 2015--
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) said today that its
Board of Directors declared a regular quarterly dividend of $0.79 per
share, payable in cash on June 30, 2015 to stockholders of record on
June 5, 2015. The dividend is the second quarterly installment of the
Company’s 2015 annual dividend.
2015 ANNUAL MEETING RESULTS
At Ventas’s Annual Meeting of Stockholders today, stockholders voted to
re-elect each of the Company’s director-nominees to new one-year terms:
Melody C. Barnes, Debra A. Cafaro, Douglas Crocker II, Ronald G. Geary,
Jay M. Gellert, Richard I. Gilchrist, Matthew J. Lustig, Douglas M.
Pasquale, 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 2015 and approved, on
an advisory basis, the Company’s executive compensation.
BOARD RE-APPOINTS LEADERSHIP
Ventas also said today that 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 1,600 assets in the United
States, Canada and the United Kingdom consists of seniors housing
communities, medical office buildings, skilled nursing facilities,
hospitals 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 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 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 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, 2014 and for the year
ending December 31, 2015; (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 or manager,
and obligations, including indemnification obligations, the Company may
incur in connection with the replacement of an existing tenant or
manager; (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, 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 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; (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; and (aa) uncertainties as to the
completion and timing of the Company’s proposed spin-off of most of the
Company’s post-acute/skilled nursing facility portfolio into an
independent, publicly traded REIT, and the impact of the spin-off
transaction on the Company’s business. Many of these factors are
beyond the control of the Company and its management.
Click
here to subscribe to Mobile Alerts for Ventas, Inc.
Source: Ventas, Inc.
Ventas, Inc.
Lori B. Wittman, (877) 4-VENTAS