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

Welcome to the 2021 Annual Meeting of Ventas' Shareholders. I would now like to introduce the first presenter, Carey Roberts, Executive Vice President, General Counsel and Corporate Secretary.

Good morning, and welcome to the Ventas 2021 Annual Meeting of Stockholders. 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. We have also made available the registered stockholder list, agenda and rules of conduct of this meeting on the meeting web portal. 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. Remarks made today may include forward-looking statements, including certain expectations related to COVID-19 and other matters. Forward-looking statements are subject to risks and uncertainties, and a variety of factors may cause actual results to differ materially. For a more detailed discussion of those factors, please refer to our most recent SEC filings, all of which are available on the Ventas website. Certain non-GAAP financial measures may also be discussed on this call. For a reconciliation of these measures to the most closely comparable GAAP measures, please refer to our supplemental posted on the Investor Relations section of our website. I will now turn the floor over to Debra A. Cafaro, the Chair and CEO of Ventas, to start the business portion of our meeting.

Thank you, Carey. Greetings, and once again, welcome to the Ventas 2021 Annual Meeting of Stockholders. My name is Debra Cafaro, the 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 promote a safe and healthy experience for our stockholders, directors, employees and communities and to encourage communication and enhance participation. 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; Matthew J. Lustig; Roxanne M. Martino; Marguerite M. Nader; Sean P. Nolan; Walter C. Rakowich; Robert D. Reed; James D. Shelton; and Maurice S. Smith. I would also like to introduce the company's other executive officers who are also attending today's meeting virtually: Peter J. Bulgarelli, Executive Vice President, Office; John D. Cobb, Executive Vice President and Chief Investment Officer; J. Justin Hutchens, Executive Vice President, Senior Housing; Robert F. Probst, Executive Vice President and Chief Financial Officer; and Carey S. Roberts, Executive Vice President, General Counsel, Ethics and Compliance Officer and Corporate Secretary. Ms. Roberts will act as secretary of today's meeting. Also joining our meeting virtually today are Andrew Corsini and Mary Frawley Davis, representing KPMG, the company's independent auditor. The 2020 Annual Meeting of Stockholders -- 2021 Annual Meeting of Stockholders is officially called to order. After proceeding with the formal portion of the meeting, we will announce the preliminary voting results. We have received affidavits confirming the distribution of the 2020 Annual Report, the 2021 notice of annual meeting and proxy statement and voting instructions to stockholders of record on March 31, 2021. The secretary has been appointed to serve as inspector of election for this meeting and has taken the inspector's oath. She has advised me that proxies representing a majority of the issued and outstanding shares of capital stock entitled to vote at this meeting have been received and that, accordingly, a quorum is present for the conduct of business. We are meeting today to vote on the matters described in the proxy statement. 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. As stated in the notice and further described in our proxy statement, we have 3 proposals subject to stockholder vote. Ms. Roberts will now review each in turn.

Thank you, Debbie. The polls are now open, and the vote will be taken on all 3 proposals. Stockholders present who have already voted by proxy may not vote again unless they wish to change their votes. Any stockholder who has not previously voted or who wishes to change his or her vote may do so by clicking on the voting box on the web portal and following the instructions there. The first proposal to be considered and voted upon is the election of 11 directors. As described in the proxy statement, 11 members of the Ventas Board of Directors have been nominated for election. The Ventas Board of Directors recommends the election of these 11 nominees to serve until the next annual meeting of stockholders and until their successors have been duly elected and qualified or until their earlier death, resignation or removal. No other nominations were submitted to the company. The second proposal to be considered and voted upon is an advisory vote to approve the compensation of the company's named executive officers. The Ventas Board of Directors recommends that stockholders vote to approve on an advisory basis the compensation of the company's named executive officers. Next is the proposal for ratification of the selection of KPMG as the company's independent registered public accounting firm for fiscal year 2021. The Audit and Compliance Committee previously approved KPMG as the company's independent registered public accounting firm by appropriate corporate action, and the Ventas Board of Directors recommends voting for the proposal. We will now pause briefly so that stockholders may finish their voting. [Voting]

The polls are now closed. The preliminary tally based on the votes cast as of the start of the meeting shows the following results: the 11 nominees for election to the Board have been duly elected; the compensation of the named executive officers has been approved by advisory vote; and the appointment of KPMG as the company's independent auditors for 2021 has been ratified. I, as the inspector of election, will provide a final certified report of the vote following the meeting. That report will become a part of the record of this meeting and is not expected to affect the outcome of the voting announced today. The final voting results will be filed with the SEC on Form 8-K. This concludes the formal portion of the stockholders' meeting. I will now turn it back to Debra Cafaro before we go into a question-and-answer period.

Thank you, Carey. It is a pleasure to be joined today by the Ventas Board of Directors, our employees, stockholders and friends of the firm. What a difference a year makes. In 2021, I am pleased to begin our business update with a renewed sense of optimism for our country and for your company. I sincerely hope that you and yours have remained healthy and secure, and I thank you for the trust and support you have shown Ventas during this challenging and unprecedented period. After 15 months of a public health crisis, financial disruption, remote working and loss caused by the COVID-19 pandemic, we are grateful for the discovery and widespread administration and efficacy of COVID-19 vaccines. They have dramatically improved the health and wellbeing of so many and laid the foundation for sustained economic recovery. I am in awe of our senior living and health care partners whose caregivers, doctors and nurses have been on the front lines, providing life-saving services throughout the pandemic; and, of course, the scientists and researchers who have helped us to end it. We are in their debt. I also want you to know how proud I am of the Ventas team. During the past year, we showed remarkable resilience and focus. We anticipated the scope and seriousness of COVID-19 and acted quickly to prioritize health and safety, keep your company strong and stable, advocate for our industry and find a way to advance our strategic objectives. Through it all, the Ventas team made many sacrifices, stayed cohesive and went above and beyond in support of each other, in service of our partners, residents, patients, doctors and care providers and in the interest of the company. Today, our entire team is focused on winning the recovery for all stakeholders. We're making smart portfolio and capital allocation decisions to capture the embedded upside in our high-quality senior housing portfolio. We are focused on operational excellence and investing in value-creating development and acquisition opportunities across our demographically driven asset classes. We are attracting diverse and desirable capital and maintaining our financial strength and flexibility. In addition, the power of our more than 2 decade-long strategy of diversification provides multiple avenues for growth as we shift to our front foot in making new investments, looking to repeat our successful approach honed over multiple cycles of creating value as an industry consolidator. Our pipeline of potential investments across our asset classes is active and growing, and we are on our front foot from an external growth standpoint. We have access to significant liquidity and a wide array of capital sources to fund deals. With our recent life science investments in a Class A portfolio in South San Francisco, the birthplace of biotechnology, and another portfolio anchored by Johns Hopkins Medicine, the Ventas life science research and innovation portfolio now exceeds 9 million square feet. It is located in 3 of the top 5 life science cluster markets and is affiliated with more than 16 of the nation's top research universities. In addition, we continue to invest capital in high-quality senior housing with our partner, Le Groupe Maurice in Québec through new ground-up developments. LGM maintains a first-class brand, product and financial model for success. I'd like to say a word about senior housing before concluding my remarks. We are encouraged by the fundamentals that support our senior housing business. The dynamic combination of growing demographic demand, together with constrained supply, represents an incredibly significant value-creation opportunity for our stockholders. Resilient and robust demand in this sector validates the need-based nature of our communities and the crucial role care providers play in facilitating longer, healthier lives for residents. The immediate trends in senior living, which represents over 40% of our business, are very positive, although significant uncertainty remains. Because of the value senior living offers to seniors and their families, leading indicators of tours and inquiries and move-ins are increasing each month. Importantly, more seniors moved into our senior housing operating properties in April 2021 than in any month since June of 2019. With the over-80 population set to grow by 2 million individuals in just the next few years and construction starts of new communities down by nearly 80% from the previous peak, a compelling backdrop for senior housing recovery is in place. Throughout the past year, Ventas also remained committed to our long-standing environmental, social and governance principles. We found a way to synthesize our core value with the challenges that arose and made decisions accordingly. In addition, we moved forward, setting ambitious new environmental goals and increased our independent third-party green building certification. We also built a customized and actionable diversity, equity and inclusion framework, and engaged our teams across the organization to create lasting and meaningful change within our company, our industry and our communities. I would like to recognize our Board of Directors who continue to guide and oversee our endeavors. They remain a competitive differentiator for Ventas. A high-quality, experienced Board is invaluable. And the Ventas team and all of our stakeholders benefit enormously from the independent judgment and engagement our Board provides. In the past year, we were fortunate to add Marguerite Nader and Maurice Smith to our Board, both accomplished executives who bring highly relevant and complementary expertise in real estate and health care to our group. This year is also bittersweet as we say goodbye to Rick Gilchrist who retires from our Board today after a decade of service to Ventas. Rick has been a trusted source of counsel and unwavering advocate for our stockholders. We deeply appreciate his many contributions, and we'll miss him greatly. As I look forward, I'm encouraged by the fundamentals that support our business. I remain grateful and optimistic, buoyed by the strength, resilience, innovation and commitment demonstrated by so many colleagues, partners, caregivers, institutions and leaders. We believe we have turned an important corner in our business, and the key metrics in senior housing show meaningful improvement. The positive investment thesis for all of our demographically driven asset classes and for Ventas is pointing firmly positive. As a team, we have an abiding commitment to winning the recovery for all of our stakeholders, and we are confident we are taking the right steps to do so. Thank you for joining us today and for your continued support of Ventas.

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 type it into the Q&A field provided on the web portal. Out of consideration for others, please limit yourself to 2 questions.

Thank you, Carey. I'm glad that we were able to address all matters of importance to our stockholders today. And if there are no questions, I'd like to thank our stockholders, KPMG, our directors, executive officers and other Ventas employees for joining our virtual meeting today. We appreciate your interest and participation. We will now adjourn the meeting.