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 14, 2015

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 14, 2015.

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 2, 2015:

1.            The election of eleven directors to terms expiring at the 2016 Annual Meeting of Stockholders.

Nominee   For   Against   Abstain   Broker
Non-Votes
Melody C. Barnes 280,654,898 203,356 226,795 21,999,573
Debra A. Cafaro 266,625,228 3,909,929 10,549,892 21,999,573
Douglas Crocker II 278,864,910 1,960,360 259,509 21,999,573
Ronald G. Geary 278,701,951 2,135,931 247,167 21,999,573
Jay M. Gellert 279,162,015 1,689,595 233,439 21,999,573
Richard I. Gilchrist 280,375,243 475,456 234,350 21,999,573
Matthew J. Lustig 278,048,035 2,723,681 313,333 21,999,573
Douglas M. Pasquale 246,213,811 34,614,563 256,675 21,999,573
Robert D. Reed 280,525,565 310,210 249,274 21,999,573
Glenn J. Rufrano 280,657,750 180,306 246,993 21,999,573
James D. Shelton 269,897,479 10,938,911 248,659 21,999,573

2.         The ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2015.

For   Against   Abstain   Broker Non-Votes
302,614,886 206,911 262,825

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

For   Against   Abstain   Broker Non-Votes
266,613,430 13,395,478 1,076,141 21,999,573

Item 8.01.

Other Events.

On May 14, 2015, the Company announced 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.


A copy of the press release issued by the Company on May 14, 2015 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 14, 2015.


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 15, 2015 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 14, 2015.