Ventas, Inc. (VTR)
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AGM 2026

May 13, 2026

Operator

Morning, welcome to the Ventas 2026 annual meeting of stockholders. At this time, I would like to turn the call over to Carey Roberts, the company's Executive Vice President, General Counsel, Ethics and Compliance Officer, and Corporate Secretary. Please proceed, Ms. Roberts.

Carey Roberts
EVP, General Counsel, Corporate Secretary, Ethics and Compliance Officer, Ventas

Thank you. Good morning, welcome to our 2026 annual meeting of stockholders. 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, are available electronically as links in the annual meeting web portal and on our website. We've also made available the agenda and rules of conduct for this meeting on the web portal. Please note that this meeting is being recorded by the company. However, no one attending via the webcast or telephone is permitted to use a recording device. Remarks made today may include forward-looking statements. Forward-looking statements are subject to risks and uncertainties, a variety of factors may cause actual results to differ materially from those contemplated by such statements.

For a more detailed discussion of those factors, please refer to our most recent SEC filings, 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 most recent supplemental posted in the investor relations section of our website. I will now turn the floor over to Debra Cafaro, our Chairman and Chief Executive Officer.

Debra Cafaro
Chairman and CEO, Ventas

Greetings. I'm Debra Cafaro, I'd like to welcome you to the Ventas 2026 annual meeting of stockholders. As Chairman and Chief Executive Officer of Ventas, I will preside as chairman of today's meeting. It is my pleasure to acknowledge the other directors of the company, Roxanne Martino, Melody Barnes, Ted Bigman, Michael Embler, Matthew Lustig, Marguerite Nader, Sean Nolan, Walter Rakowich, Joe Rodriguez, Sumit Roy, and Maurice Smith. I would also like to introduce the company's other executive officers, Justin Hutchens, Executive Vice President, Senior Housing and Chief Investment Officer, and Bob Probst, Executive Vice President and Chief Financial Officer. You have already met Carey Roberts. Also joining our meeting today is Todd Refnes, representing KPMG, the company's independent auditor. The 2026 annual meeting of stockholders is officially called to order.

I will now turn the call back to Ms. Roberts, who will act as secretary of today's meeting.

Carey Roberts
EVP, General Counsel, Corporate Secretary, Ethics and Compliance Officer, Ventas

Thank you, Debbie. We have received affidavits confirming the distribution of the 2025 annual report, the 2026 notice of annual meeting and proxy statement, and the 2026 proxy card to stockholders of record as of March 18th, 2026. Anthony P. Carideo of The Carideo Group has been appointed to serve as Inspector of Election for this meeting and has taken the inspector's oath. Our proxy solicitor, Innisfree M&A, 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 a quorum is present for the conduct of business. Accordingly, we will proceed with the business of the meeting on the assumption that a quorum is present, pending final confirmation by the Inspector of Election.

As you know, we are meeting today to vote on the matters described in the proxy statement. Any stockholder wishing to nominate candidates for election as directors or to otherwise bring a proposal before the annual meeting was required to provide the company with prior notice in the manner set forth in the company's bylaws. Because the company did not receive any such notices, only the nominees and other proposals 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 three proposals subject to stockholder vote. The polls are open for voting on all three proposals. Stockholders who have already voted by proxy need not vote again unless they wish to change their vote.

Any stockholder who has not previously voted or who wishes to change his or her vote may do so by clicking on the Vote Here link on the web portal and following the instructions there. The first proposal to be considered and voted upon is the election of directors to serve until the 2027 annual meeting of stockholders. The nominees proposed by the Ventas Board of Directors to be elected by stockholders are as set forth in the proxy statement. The Ventas Board of Directors recommends that stockholders vote for the election of these 12 director 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. The second proposal to be considered and voted upon is the approval, on an advisory basis, of the compensation of the company's named executive officers.

The Ventas Board of Directors recommends that stockholders vote for this proposal. The third proposal to be considered and voted upon is the ratification of the selection of KPMG as the company's independent registered public accounting firm for fiscal year 2026. The Audit and Compliance Committee previously approved KPMG for this purpose by appropriate corporate action. The Ventas Board of Directors recommends that stockholders vote for this proposal. We will now pause to permit voting to conclude. I hereby declare the polls closed.

The preliminary tally based on the votes cast as of the start of the meeting shows that the 12 director nominees for election to the Ventas Board of Directors have been duly elected, the compensation of the company's named executive officers has been approved by advisory vote, and the appointment of KPMG as the company's independent registered public accounting firm for fiscal year 2026 has been ratified. The Inspector of Election will provide its final report following the meeting. That report will become a part of the record of this meeting and is not expected to affect the outcome. The final voting results will be filed with the Securities and Exchange Commission. This concludes the formal portion of the Ventas 2026 annual meeting of stockholders.

Before opening the meeting for questions, I direct you to the rules of conduct governing this meeting, which can be found on the web portal. If you have a question, please type it into the Ask a Question box provided on the portal. Out of consideration for others, please limit yourself to two questions. Seeing no questions in the queue, that concludes our Q&A session. I will turn it back to Debra Cafaro.

Debra Cafaro
Chairman and CEO, Ventas

Carey, thank you so much. In closing, I'd like to thank our stockholders, KPMG, our directors, executive officers, and other employees for joining our meeting today. We sincerely appreciate your support of and interest in our company. Thank you.

Operator

Thank you. The conference has now concluded. You may now disconnect.

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