UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

 

VENTAS, INC.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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(1)

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(2)

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(3)

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(4)

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(5)

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o

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

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(2)

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(4)

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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 



 

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 17, 2012.

 

 

VENTAS, INC.

 

Meeting Information

 

Meeting Type:             Annual

For holders as of:      March 20, 2012

Date:   May 17, 2012     Time: 8:00 AM local time (Central)

Location:  353 North Clark Street

  Mesirow Financial Auditorium

  Chicago, Illinois 60654

 

 

GRAPHIC

 

VENTAS, INC.

353 NORTH CLARK STREET

SUITE 3300

CHICAGO, IL 60654

 

You are receiving this communication because you hold shares in the above named company.

 

 

 

This is not a ballot.  You cannot use this notice to vote these shares.  This communication presents only an overview of the more complete proxy materials that are available to you on the Internet.  You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

 

 

 

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

 

 

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

 



 

——— Before You Vote ———

How to Access the Proxy Materials

 

 

Proxy Materials Available to VIEW or RECEIVE:

Notice of 2012 Annual Meeting of Stockholders and Proxy Statement

2011 Annual Report

2011 Form 10-K

How to View Online:

Have the information that is printed in the box marked by the arrow   XXXX XXXX XXXX  (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one.  There is NO charge for requesting a copy.  Please choose one of the following methods to make your request:

1) BY INTERNET:

 

www.proxyvote.com

2) BY TELEPHONE:

 

1-800-579-1639

3) BY E-MAIL*:

 

sendmaterial@proxyvote.com

*                   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow   XXXX XXXX XXX  (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.  Please make the request as instructed above on or before May 3, 2012 to facilitate timely delivery.

 

 

——— How to Vote ———

Please Choose One of the Following Voting Methods

 

 

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow   XXXX XXXX XXXX  available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

 



 

 

 

 

Voting Items

 

 

 

 

The Board of Directors recommends a vote “FOR” each of the listed director-nominees and “FOR” Proposals 2, 3 and 4.

 

 

 

 

1.

Election of eleven (11) directors to terms expiring at the 2013 Annual Meeting of Stockholders:

 

Nominees:

 

 

2.

 

Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2012.

 

1a.

Debra A. Cafaro

 

 

 

 

 

 

 

 

 

 

1b.

Douglas Crocker II

 

3.

Advisory vote on executive compensation.

 

 

 

 

 

 

 

1c.

Ronald G. Geary

 

4.

Adoption of the Ventas, Inc. 2012 Incentive Plan.

 

 

 

 

 

 

 

1d.

Jay M. Gellert

 

 

 

 

 

 

 

 

1e.

Richard I. Gilchrist

 

 

 

 

 

 

 

 

1f.

Matthew J. Lustig

 

 

 

 

 

 

 

 

1g.

Douglas M. Pasquale

 

 

 

 

 

 

 

 

1h.

Robert D. Reed

 

 

 

 

 

 

 

 

1i.

Sheli Z. Rosenberg

 

 

 

 

 

 

 

 

1j.

Glenn J. Rufrano

 

 

 

 

 

 

 

 

1k.

James D. Shelton