NYSE: VTR Ventas, Inc. 8-K

Ventas expands at-the-market equity program to $3B, holds routine annual meeting

Filed May 15, 2026 · Period ending May 12, 2026 · ~1 min read

Key Changes

high

Ventas increased its at-the-market equity offering program capacity to $3 billion, providing substantial flexibility to raise capital by selling common stock through designated agents and forward purchasers.

Item 8.01 — Other Events verify on EDGAR →
medium

All 12 director nominees elected with support ranging from 91.3% to 99.9% of votes cast; 444.6M of 475.5M shares outstanding represented (93.5% quorum).

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
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Say-on-pay approved with 91.7% support (392.3M for, 35.4M against, 2.0M abstained, 14.9M broker non-votes), indicating shareholder satisfaction with executive compensation practices.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
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Auditor KPMG ratified with 98.4% support (437.5M for, 6.8M against, 0.2M abstained).

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
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Formalized separation agreement with retiring EVP Peter Bulgarelli providing prorated 2026 bonus at target performance through May 1, 2026 retirement date, contingent on release of claims and restrictive covenant compliance.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →

Summary

Ventas expanded its at-the-market equity offering program to $3 billion in aggregate capacity, a significant increase that provides the healthcare REIT with substantial capital-raising flexibility. The company can now sell common stock incrementally through designated agents and forward purchasers without the need for a traditional underwritten offering.

This shelf capacity is particularly relevant for REITs, which often use ATM programs to fund acquisitions and development projects while managing dilution. The company's annual meeting proceeded routinely with strong shareholder participation (93.5% quorum) and approval across all proposals.

All 12 directors were elected with healthy support levels, say-on-pay passed with 91.7% approval, and the auditor was ratified with 98.4% support. The company also formalized standard separation terms for retiring executive Peter Bulgarelli, who led the Outpatient Medical & Research division. The ATM expansion warrants attention as a potential signal of capital deployment plans, though the filing provides no specifics on timing or intended use of proceeds.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~200 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

1 Added

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Added Executive separation agreement low

Added in current filing · verify on EDGAR →

On May 12, 2026, in connection with his previously disclosed retirement on May 1, 2026, Ventas, Inc. (the “Company”) entered into a separation and release agreement with Peter J. Bulgarelli, Executive Vice President, Outpatient Medical & Research, Ventas, Inc. and President and CEO, Lillibridge Healthcare Services, Inc. (the “Separation Agreement”), pursuant to which Mr. Bulgarelli will receive a payment equal to the prorated portion of his bonus under the Company’s annual incentive plan for 2026 based on target performance through the effective date of his retirement (the “Prorated 2026 Bonus”). The Prorated 2026 Bonus is in consideration for, and contingent upon, among other things, Mr. Bulgarelli’s agreement to a standard release of claims and continued compliance with his restrictive covenants.

Ventas formalized the retirement of Peter Bulgarelli, who served as EVP of Outpatient Medical & Research and President/CEO of subsidiary Lillibridge Healthcare Services. The separation agreement provides a prorated 2026 annual bonus calculated at target performance through his May 1, 2026 retirement date, contingent on his release of claims and compliance with restrictive covenants. This is a routine executive departure with standard separation terms.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~500 words

Ventas held its 2026 annual meeting with 93.5% quorum; all 12 directors elected, say-on-pay approved 91.7%, auditor ratified 98.4%.

3 Added

Added Director election results medium

Added in current filing · verify on EDGAR →

Melody C. Barnes 392,026,421 | 37,462,524 | 212,663 | 14,890,601 Theodore Bigman | 429,327,760 | 153,143 | 220,705 | 14,890,601 Debra A. Cafaro 403,263,151 | 13,858,507 | 12,579,950 | 14,890,601 Michael J. Embler 429,036,445 | 434,260 | 230,903 | 14,890,601 Matthew J. Lustig 424,024,053 | 5,456,574 | 220,981 | 14,890,601 Roxanne M. Martino 414,947,605 | 13,606,326 | 1,147,677 | 14,890,601 Marguerite M. Nader 424,598,140 | 3,941,692 | 1,161,776 | 14,890,601 Sean P. Nolan 420,665,284 | 8,803,774 | 232,550 | 14,890,601 Walter C. Rakowich 428,133,612 | 1,336,405 | 231,591 | 14,890,601 Joe V. Rodriguez, Jr. 424,610,187 | 3,926,890 | 1,164,531 | 14,890,601 Sumit Roy | 428,871,640 | 601,740 | 228,228 | 14,890,601 Maurice S. Smith 428,298,632 | 1,172,748 | 230,228 | 14,890,601

All 12 director nominees were elected with support ranging from 91.3% to 99.9% of votes cast. Melody Barnes received the lowest support at 91.3% (8.7% opposition), while Theodore Bigman received the highest at 99.9%. As a percentage of shares outstanding, support ranged from 82.5% (Barnes) to 90.3% (Bigman). All directors received strong majority support indicating routine, uncontested elections.

Added Say-on-pay advisory vote medium

Added in current filing · view on EDGAR → · paraphrased

Votes For 392,256,709 | Votes Against 35,413,128 | Votes Abstained 2,031,771 | Broker Non-Votes 14,890,601

Shareholders approved executive compensation on an advisory basis with 91.7% of votes cast in favor (8.3% against). As a percentage of shares outstanding, the proposal received 82.5% support. This approval level is typical for say-on-pay votes and indicates general shareholder satisfaction with executive pay practices.

Show 1 minor / wording change

Added Auditor ratification low

Added in current filing · view on EDGAR → · paraphrased

Votes For 437,540,505 | Votes Against 6,812,572 | Votes Abstained 239,132 | Broker Non-Votes —

Shareholders ratified KPMG LLP as the independent registered public accounting firm for fiscal 2026 with 98.4% of votes cast in favor (1.5% against). As a percentage of shares outstanding, the proposal received 92.0% support. This overwhelming approval is routine for auditor ratification votes.

Event · Item 8.01 — Other Events

~2,900 words

Item 8.01 — Other Events filed; see Key Changes for terms.

1 Added

Added ATM equity program expansion high

Added in current filing · verify on EDGAR →

Pursuant to Amendment No. 3, the aggregate gross sales price of common stock now available for issuance under the Sales Agreement is $3,000,000,000 and such amount excludes the shares of common stock previously sold under the Sales Agreement prior to the execution of Amendment No. 3.

Ventas expanded its at-the-market (ATM) equity offering program to $3 billion in aggregate gross sales capacity, excluding shares previously sold under the original agreement and prior amendments. This gives the company substantial flexibility to raise equity capital by selling common stock through designated agents and forward purchasers. The material terms and conditions of the underlying sales agreement remain unchanged.