UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 15, 2014

VENTAS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware

1-10989

61-1055020

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

353 N. Clark Street, Suite 3300, Chicago, Illinois

60654

(Address of Principal Executive Offices) (Zip Code)


Registrant’s Telephone Number, Including Area Code: (877) 483-6827

Not Applicable
Former Name or Former Address, if Changed Since Last Report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Ventas, Inc. (the “Company”) was held on May 15, 2014.

Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.  Set forth below are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s definitive Proxy Statement, filed with the Securities and Exchange Commission on April 4, 2014:

1.            The election of ten directors to terms expiring at the 2015 Annual Meeting of Stockholders.

Nominee   For   Against   Abstain   Broker
Non-Votes
Debra A. Cafaro 235,588,450 4,117,888 10,307,852 18,383,299
Douglas Crocker II 236,771,604 13,016,233 226,353 18,383,299
Ronald G. Geary 236,903,287 12,880,777 230,126 18,383,299
Jay M. Gellert 248,238,420 1,545,256 230,514 18,383,299
Richard I. Gilchrist 249,635,439 147,988 230,763 18,383,299
Matthew J. Lustig 248,232,037 1,495,401 286,752 18,383,299
Douglas M. Pasquale 220,262,875 29,519,646 231,669 18,383,299
Robert D. Reed 249,659,139 125,143 229,908 18,383,299
Glenn J. Rufrano 249,658,231 125,797 230,162 18,383,299
James D. Shelton 249,651,642 133,343 229,205 18,383,299

2.        The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2014.

For   Against   Abstain   Broker Non-Votes
267,188,381 960,273 248,835

3.        The approval, on an advisory basis, of the Company’s executive compensation.

For   Against   Abstain   Broker Non-Votes
225,774,934 23,611,266 627,990 18,383,299

Item 8.01.

Other Events.

On May 15, 2014, the Company announced that its Board of Directors declared a regular quarterly dividend of $0.725 per share, payable in cash on June 27, 2014 to stockholders of record on June 6, 2014.  The dividend is the second quarterly installment of the Company’s 2014 annual dividend.


A copy of the press release issued by the Company on May 15, 2014 is filed herewith as Exhibit 99.1 and incorporated in this Item 8.01 by reference.

Item 9.01.

Financial Statements and Exhibits.

(a)  

Financial Statements of Businesses Acquired.

 
Not applicable.
 
(b)

Pro Forma Financial Information.

 
Not applicable.
 
(c)

Shell Company Transactions.

 
Not applicable.
 
(d)

Exhibits:

Exhibit
Number

Description

99.1 Press release issued by the Company on May 15, 2014.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

VENTAS, INC.

 
 
Date: May 16, 2014 By:

/s/ Kristen M. Benson

Kristen M. Benson

Senior Vice President, Associate

General Counsel and Corporate

Secretary


EXHIBIT INDEX

Exhibit

Number

 

Description

 
99.1

Press release issued by the Company on May 15, 2014.