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): March 5, 2008
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.) |
| 10350 Ormsby Park Place, Suite 300, Louisville, Kentucky | 40223 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (502) 357-9000
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective March 5, 2008, James D. Shelton, Chairman of Legacy Hospital Partners, Inc., and Robert D. Reed, Senior Vice President and Chief Financial Officer for Sutter Health, were appointed to the Board of Directors of Ventas, Inc. (the “Company”). Mr. Shelton is currently expected to serve on the Company’s Nominating and Corporate Governance and Investment Committees, and Mr. Reed is currently expected to serve on the Company’s Audit and Compliance Committee.
Under the term of the Ventas, Inc. 2006 Stock Plan for Directors, on his initial appointment to the Board, each of Mr. Shelton and Mr. Reed received a grant of 2,000 shares of restricted stock, which shares vest one-half on the first anniversary of the date of grant and one-half on the second anniversary of the date of grant.
A copy of the press release issued by the Company on March 5, 2008 announcing these appointments to its Board of Directors is filed herewith as Exhibit 99.1 and incorporated in this Item 5.02 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 |
Description | |
| 99.1 |
Press release issued by the Company on March 5, 2008. |
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: March 11, 2008 | By: | /s/ T. Richard Riney | ||
| T. Richard Riney Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 |
Press release issued by the Company on March 5, 2008. |