{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-22-030802","form_type":"8-K","ticker":"VTR","cik":"0000740260","company_name":"Ventas, Inc.","filed_at":"2022-03-07T23:59:59+00:00","discovered_at":"2026-05-14T18:04:09.624025+00:00","generated_at":"2026-06-27T01:20:23.882465+00:00","sec_items":["5.02","8.01","9.01"],"event_type":"leadership","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Ventas appoints Embler to board, Gellert retires; Land & Buildings launches proxy fight","bullets":["Jay M. Gellert will not stand for re-election at 2022 annual meeting after serving since 2001.","Michael J. Embler, former CIO of Franklin Mutual Advisors, appointed independent director immediately; will serve on Investment and Audit Committees.","Land & Buildings nominated Jonathan Litt and Michelle Applebaum for board; Ventas rejected them, leading to a proxy contest.","Ventas highlights strong YTD 2022 TSR of 9.5% and Q4 SHOP same-store occupancy up 200 bps YoY.","Board refreshment: four new independent directors in three years, 45% women/people of color; Melody Barnes to chair Nominating & Governance Committee."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-22-030802","json":"https://secwatch.observer/filing/0001104659-22-030802.json","markdown":"https://secwatch.observer/filing/0001104659-22-030802.md","text":"https://secwatch.observer/filing/0001104659-22-030802.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/740260/000110465922030802/0001104659-22-030802-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/740260/000110465922030802/tm228400d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-27T01:20:23.882465+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"55ceb1d25d","claim":"Jay M. Gellert departed as Director at Ventas, Inc..","evidence_excerpt":"Jay M. Gellert, a director of Ventas, Inc. (the “Company”), advised the Company’s Board of Directors (the “Board”) that he will not stand for re-election as a director of the Company at the 2022 annual meeting of stockholders.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/740260/000110465922030802/0001104659-22-030802-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"will not stand for re-election"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"8fb7b7d2e6","claim":"Michael J. Embler was appointed as Independent Director at Ventas, Inc..","evidence_excerpt":"Michael J. Embler, Former Chief Investment Officer of Franklin Mutual Advisors, LLC, was appointed as an independent director to the Board effective immediately.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/740260/000110465922030802/0001104659-22-030802-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Independent Director"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}