Ventas said it entered into a cooperation agreement with Land & Buildings Investment Management, LLC and certain of its affiliates on March 4, 2024. Land & Buildings agreed to abide by certain voting commitments and standstill restrictions.

1. 01

   Ventas said it entered into a cooperation agreement with Land & Buildings Investment Management, LLC and certain of its affiliates on March 4, 2024. Land & Buildings agreed to abide by certain voting commitments and standstill restrictions.

2. 02

   Ventas said it appointed Theodore R. Bigman and Joe V. Rodriguez, Jr. to its board, with Mr. Bigman assigned to the Investment Committee and Mr. Rodriguez to the Nominating, Governance and Corporate Responsibility Committee. The two were appointed effective immediately on March 4, 2024.

3. 03

   Ventas said it agreed to nominate Mr. Bigman and Mr. Rodriguez for re-election at the 2024 Annual Meeting of Stockholders. The cooperation agreement will remain effective until the day after the 2025 Annual Meeting of Stockholders, and it includes a mutual non-disparagement provision.

4. 04

   Ventas said the two director appointments will temporarily expand the board to 13 directors, of whom 12 are independent, and that the board is expected to comprise 12 directors following the Annual Meeting. The board has determined that both Mr. Bigman and Mr. Rodriguez are independent under New York Stock Exchange rules.

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.