Ventas, Inc. (VTR) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for Ventas, Inc. Our host for today's call is Debra Cafaro, Chairman and CEO. [Operator Instructions] I will now turn the call over to your host, Debra Cafaro. You may begin.

Thank you, Paul. Let me again say good morning, and welcome to the Ventas, Inc. 2020 Annual Meeting of Stockholders. My name is Debra Cafaro. I am Chairman and Chief Executive Officer of Ventas, and I will preside as Chairman of today's meeting. This year, we are conducting our annual meeting virtually to ensure the health and safety of our stockholders, directors, employees and other meeting participants as we respond to the challenges of COVID-19. Please be advised that all materials that would have been made available to you in person, including the company's most recent proxy statement and Annual Report on Form 10-K are available electronically as links in the Annual Meeting web portal and on our website. In addition, we have also made available the agenda and rules of conduct of this meeting. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. It is my pleasure to introduce the other directors of the company who are joining today's meeting virtually: Melody C. Barnes, Jay M. Gellert, Richard I. Gilchrist, Matthew J. Lustig, Roxanne M. Martino, Sean P. Nolan, Walter C. Rakowich, Robert D. Reed and James D. Shelton. I would also like to introduce the other executive officers of the company attending today's meeting virtually: Robert F. Probst, Executive Vice President and Chief Financial Officer; John D. Cobb, Executive Vice President and Chief Investment Officer; Peter J. Bulgarelli, Executive Vice President, Office; Justin Hutchens, Executive Vice President, Senior Housing North America; and Carey S. Roberts, Executive Vice President, General Counsel and Ethics and Compliance Officer. Ms. Roberts will act as Secretary of the meeting. Also joining us today is Andy Corsini, representing KPMG, the company's independent auditor. The record date for stockholders entitled to notice of and to vote at this meeting is March 20, 2020. The Secretary has advised me that proxies representing the majority of the issued and outstanding shares of capital stock entitled to vote at this meeting have been received and that a quorum is present for the conduct of business. Accordingly, I hereby declare that a quorum is present and that this meeting is duly qualified to transact business. We will now proceed with the formalities of the meeting and then we would be happy to address your questions. The proposals to be considered at this meeting are explained in detail in the proxy materials made available to all stockholders entitled to vote at the meeting. Any stockholder wishing to bring a proposal before the annual meeting was required to provide the company with prior notice in the manner set forth in Section 2.2 of the company's bylaws. Because the company did not receive any such notice, only the proposal set forth in the company's proxy statement will be considered at this meeting.

Ms. Chairman, I present to you the following documents: Notice of Meeting dated April 8, 2020, the company's definitive proxy statement, form of proxy, and asset from Broadridge Financial Services indicating that the mailing of the Notice of Meeting, proxy statement and form of proxy to stockholders of record as of the record date commenced on April 8, 2020. The list of stockholders entitled to vote at this meeting has been available at the company's principal executive offices for the past 10 days as required by Delaware law and can be accessed by shareholders of record for viewing during this meeting by selecting the registered shareholders list link on the Annual Meeting website.

Thank you, Ms. Roberts. At the conclusion of the meeting, please file those documents with the records of the company. Those documents are also open to examination by any stockholder during the course of the meeting through a link provided at the Annual Meeting web portal. I will now explain the agenda of the annual meeting. As stated in the notice and further described in our proxy statement, we have 3 proposals subject to stockholder vote: first, an advisory vote to approve the company's executive compensation; second, the election of directors for the coming year; and third, the ratification of the selection of KPMG LLP as the company's independent registered public accounting firm for fiscal year 2020. We will now turn to the various items of business. The Board of Directors has appointed Ms. Roberts as Inspector of Election to count the ballots and report the results of the voting. She has signed an oath of office to act as Inspector of this meeting, and her oath will be filed with the record of the meeting. The first proposal to be considered and voted upon is an advisory vote to approve the company's executive compensation. The Ventas Board of Directors believes that the company's executive compensation program is designed appropriately to support its key objectives and recommends that stockholders vote in favor of the following resolution: Resolve that the stockholders approve on an advisory basis the compensation of the named executive officers as disclosed in the proxy statement for the 2020 Annual Meeting of Stockholders, pursuant to Item 402 of Regulation S-K, including the compensation, discussion and analysis, the 2019 summary compensation table, the accompanying compensation tables and the related narrative discussion.

I move to approve on an advisory basis the company's executive compensation.

The next proposal is the election of directors. As described in the proxy statement, 10 members of the Ventas Board of Directors have been nominated for reelection. The Ventas Board of Directors recommends the election of these 10 nominees to serve until the next Annual Meeting of Stockholders and until their successors shall have been duly elected and qualified or until their earlier death, resignation or removal.

Ms. Chairman, I hereby nominate the following persons to serve as directors of the company until the next Annual Meeting of Stockholders and until their successors shall have been duly elected and qualified or until their earlier death, resignation or removal: Melody C. Barnes, Debra A. Cafaro, Jay M. Gellert, Richard I. Gilchrist, Matthew J. Lustig, Roxanne M. Martino, Sean P. Nolan, Walter C. Rakowich, Robert D. Reed and James D. Shelton.

Thank you. As the company has not received notice of any other nominations pursuant to Section 2.2 of the company's bylaws, no further nominations are possible and the nominations are closed. Next is the proposal for ratification of the selection of KPMG as the company's independent registered public accounting firm for fiscal year 2020. The Audit and Compliance Committee approved KPMG as the company's independent registered public accounting firm on February 18, 2020, by appropriate corporate action, and the Ventas Board of Directors recommends voting for this proposal.

I move to ratify the selection of KPMG as the company's independent registered public accounting firm for fiscal year 2020.

The polls are now open, and the vote will be taken on all 3 proposals. If there is any stockholder who has not previously voted or who wishes to change his or her vote, the stockholder may do so by clicking on the Vote Here box on the web portal and follow the instructions there. We will now pause briefly for voting. [Voting]

The polls are now closed.

Prior to announcing the voting results, Ms. Cafaro will deliver brief remarks about our company.

On behalf of all of us at Ventas, I want to express our deep compassion for those who have lost loved ones to the COVID-19 pandemic, our incredible admiration for frontline health care providers and caregivers, many of whom work in our buildings, and our unwavering commitment to the health and safety of our stakeholders. It is a pleasure to be joined at today's meeting by our Ventas Board of Directors, employees, stockholders and friends of the firm. Our Ventas team continues to be together in spirit even as we work remotely. In 2019, Ventas benefited from our diverse high-quality portfolio, external growth and effective capital markets execution to deliver solid enterprise results. Our medical office, health care and Research & Innovation portfolios led the way. Notably, during 2019, we also made significant strategic advances, including our attractive Le Groupe Maurice senior housing investment and our commitment to several high-quality, ground-up research and innovation development projects with leading research university. We also took smart capital markets actions to finance our investments, lower interest expense and extend maturities. As a result, we entered 2020 with great momentum, and our initiatives were gaining traction. After a strong start, we shifted our attention to the challenges created by the COVID-19 pandemic. Our first priority was and remains the health and safety of Ventas employees and their families and the employees, patients and senior living residents in our 1,200 health care sites. We have taken strong measures to preserve and protect the company and the many stakeholders who depend upon us. We acted quickly during the first quarter to fortify our financial flexibility and increase our liquidity. As a result, we have over $3 billion in cash on hand to weather the pandemic. In addition, we have devoted significant efforts to support our tenants and operators across our portfolio. We've established financial support programs for those who are experiencing financial hardships. We've assisted operators who may be eligible for complex government programs by advancing their understanding and access to these programs, and we've leveraged our national scale to help operators source scarce supply, including personal protective equipment. Finally, we recently announced a powerful new initiative for Ventas senior living operators. Ventas will be providing access to COVID-19 testing kits and analysis from Mayo Clinic labs without charge to certain of its senior housing operators to further enhance safety at Ventas communities by accelerating employee testing. In the midst of a volatile and dynamic environment, our talented group of highly productive professionals has been very effective in a remote working environment. We are excited that Carey Roberts and Justin Hutchens recently joined us, and they have added new energy and insight to our tightly-knit team. To all of my Ventas colleagues, thank you for your dedication to each other and to our company. Our experienced, diverse and independent Board of Directors continues to guide and oversee our endeavors. We benefited in 2019 from the addition of Sean Nolan, a successful biopharmaceutical executive to our Board. The Ventas Board has always been an asset to the company, and its contributions are even more evident and important in today's environment. With our experience, large diverse business, financial flexibility and terrific team, Ventas is well prepared to manage through current conditions and take further actions as necessary. You can be sure that we are ready for a variety of scenarios and opportunities. As we close, I remain hopeful knowing that so many great minds in science and medicine are racing to find treatments, cures and vaccines for the novel coronavirus. Many of Ventas' Research & Innovation university relationships and tenants, including Penn, Yale, Duke, Wake Forest and Integral Molecular are at the forefront of this crucial research, and we are proud to play a small role in supporting their efforts. Thank you for joining us today and for your continued support of Ventas. Now we would be happy to answer your questions.

Before opening the meeting for questions, I direct you to the rules of conduct governing this meeting which are posted on the web portal. If you have a question, please ask it in the Ask a Question field provided on the portal. Out of consideration for others, please limit yourself to 2 questions.

Thank you, Carey. Understanding that there are no questions at this time, we can kindly announce the voting results for the matters considered at this meeting.

The proposal to approve the company's executive compensation has been approved by holders of the majority of the shares present in person or represented by proxy.

Thank you. The company's executive compensation has been approved on an advisory basis.

Holders of the majority of the shares voting have cast their votes for each director nominee. Accordingly, the following individuals have been elected directors of the company: Melody C. Barnes, Debra A. Cafaro, Jay M. Gellert, Richard I. Gilchrist, Matthew J. Lustig, Roxanne M. Martino, Sean P. Nolan, Walter C. Rakowich, Robert D. Reed and James D. Shelton.

Thank you. The foregoing persons are declared as duly elected directors of Ventas, Inc. to hold office until the next Annual Meeting of Stockholders and until their respective successors shall be duly elected and qualified or until their earlier death, resignation or removal.

Finally, the proposal for the ratification of the selection of KPMG as the company's independent registered public accounting firm for fiscal year 2020 has been approved by holders of the majority of the shares present in person or represented by proxy at this meeting.

The selection of KPMG is ratified. I have received the report of the Inspector regarding the results of the votes taken at this meeting. This report will be filed with the records of the meeting. Thank you for attending. We sincerely appreciate your interest in our company. If there is no further business, I will entertain a motion to adjourn.

Ms. Chairman, I move that the meeting be adjourned.

Today's meeting is hereby adjourned. That concludes our meeting for today. Thank you to our shareholders, KPMG, Ventas directors, executive officers and other employees for joining our meeting today.

This now concludes the meeting. Thank you for joining, and have a pleasant day.