Ventas (VTR) Proxy filing summary

Executive summary

• Achieved total shareholder return (TSR) exceeding 35% in 2025, nearly double the S&P 500 Index, and outperformed key REIT benchmarks over multiple periods.

• Grew enterprise value to over $50 billion and expanded senior housing operating portfolio (SHOP) to 53% of annualized NOI.

• Raised $7 billion in capital, maintained strong liquidity ($5.3 billion), and preserved BBB+/Baa1 credit ratings.

• Continued execution of a focused 1-2-3 business strategy: organic growth in senior housing, value-creating external growth, and strong cash flow generation.

Voting matters and shareholder proposals

• Stockholders will vote to elect 12 director nominees, approve executive compensation on an advisory basis, and ratify KPMG LLP as the independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Proxy access and advance notice provisions are in place for shareholder proposals and nominations for the 2027 meeting.

Board of directors and corporate governance

• Board is 92% independent, with an average tenure of 8.6 years and strong diversity in skills and experience.

• Four new independent directors added in the past five years; robust succession planning and annual self-evaluations are conducted.

• Lead Independent Director structure in place; all committees are fully independent.

• Comprehensive stockholder engagement program, with outreach to holders of ~70% of shares and direct engagement with 42%.