Independent
Tenure on this board
11.7 yrs
12 nominees · 3 ballot items.
Election of 12 directors; Advisory vote to approve named executive officer compensation; Ratification of KPMG LLP as independent registered public accounting firm for fiscal 2026.
Elect 12 director nominees to serve until the 2027 Annual Meeting.
Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This management proposal requests a non-binding, advisory approval of executive compensation as disclosed in the proxy materials. Management seeks shareholder endorsement to validate its pay-for-performance approach, which emphasizes variable and equity-based compensation tied to financial and strategic goals (e.g., Normalized FFO/Share, Fixed Charge Coverage, G&A controls, relative TSR and Net Debt to Further Adjusted EBITDA). The Compensation Committee positions the program as market-competitive and aligned with stockholder interests, noting robust stockholder engagement and previous strong support (88% in 2025). The proposal is advisory only; the Board will consider the vote when making future decisions. The Board recommends a vote FOR, citing alignment with long-term strategy, retention, risk-mitigating plan design (caps, clawbacks, recoupment policy) and recent changes to increase PSU weighting and add cumulative Normalized FFO/Share to future PSU metrics.
Ratify the selection of KPMG LLP as Ventas’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.5% | 41,261,965 | $3.4B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.3% | 30,866,845 | $2.5B |
| 3 | STATE STREET CORP | 6.1% | 29,798,498 | $2.5B |
| 4 | JPMORGAN CHASE CO | 5.5% | 26,785,942 | $2.2B |
| 5 | BlackRock, Inc. | 4.5% | 21,904,468 | $1.8B |
| 6 | FMR LLC | 3.7% | 17,925,341 | $1.5B |
| 7 | PRINCIPAL FINANCIAL GROUP INC | 3.1% | 14,989,849 | $1.2B |
| 8 | BlackRock, Inc. | 3.1% | 14,951,692 | $1.2B |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 11,943,780 | $973M |
| 10 | APG Asset Management US Inc. | 2.3% | 11,314,857 | $928M |
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