---
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"
generated_at: "2026-06-27T01:20:23.882465+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Ventas appoints Embler to board, Gellert retires; Land & Buildings launches proxy fight

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 5.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-22-030802
- JSON: https://secwatch.observer/filing/0001104659-22-030802.json
- Plain text: https://secwatch.observer/filing/0001104659-22-030802.txt

## Key facts
- Executive change
  Jay M. Gellert departed as Director at Ventas, Inc..
  - Action: will not stand for re-election
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/740260/000110465922030802/0001104659-22-030802-index.htm
- Executive change
  Michael J. Embler was appointed as Independent Director at Ventas, Inc..
  - Action: appointed
  - Role: Independent Director
  source text: Michael J. Embler, Former Chief Investment Officer of Franklin Mutual Advisors, LLC, was appointed as an independent director to the Board effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/740260/000110465922030802/0001104659-22-030802-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.