Ventas amends bylaws to eliminate supermajority voting, updates proxy rules

Ventas, Inc.

Eliminates supermajority stockholder vote for bylaw amendments; replaced with majority of outstanding shares.
Updates advance notice provisions for stockholder nominations and proposals to reflect SEC universal proxy rules.
Renames committee to Nominating, Governance and Corporate Responsibility; expands ESG/DEI oversight responsibilities.
Eliminates Executive Committee; Board cites ease of electronic convening as reason.
Sets 2023 annual meeting proposal deadline: Nov 28 – Dec 28, 2022.

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