Investor Presentaiton
Since Campaign Began In November 2021, L&B Has Offered No
Substantive Ideas to Drive Value For All Ventas Shareholders
A VENTAS®
Nov. 24
L&B counsel requests copy
of director nomination
questionnaire with no
engagement during prior
months
Mr. Litt emails Debra Cafaro
requesting meeting
Ms. Cafaro responds and
schedules meeting
Nov. 30
Company provides requested
director questionnaire
Late November
L&B moves shares into record
position
Dec 1
Ms. Cafaro and Bob Probst, CFO,
hold call with Mr. Litt; Ventas asks
for suggestions
Mr. Litt did not raise any
substantive or strategic
recommendations, other than
his joining the Board
Dec 10
L&B submits formal nomination
notice naming two directors - Mr.
Litt and Ms. Applebaum, a retired
steel and metals analyst
Dec 15
Ventas offers to enter into
confidentiality agreement to engage
in potential settlement discussions
☑L&B refused to enter a
confidentiality agreement
Nov 2021
Dec 2021
Jan 7 & 10
NCG Committee interviews Mr. Litt
Mr. Litt was asked to provide references and
never did so
Jan 11
Board informs Mr. Litt that neither L&B
candidates meet the Ventas Board's standards
Jan 19
Ventas attempts to continue constructive
dialogue with Mr. Litt, including settlement
proposal:
a) Providing Mr. Litt access to the Company
to provide perspectives and views
b) Seeking L&B input on Company's ongoing
Board enhancement and succession
planning processes
c) Reviewing scope of responsibilities of
Board's Investment Committee
☑After learning that Mr. Litt would not be
immediately appointed to the Ventas
Board, L&B declared an 'impasse' and
ceased further engagement
Jan 2022
Nearly one month passed,
from late January to late
February
L&B did not make
attempt to engage
following Ventas's
settlement proposal
Feb 24
Notwithstanding Mr. Litt's
silence, Ms. Cafaro once
again reaches out to Mr. Litt
reiterating willingness to
continue discussions
March 6
L&B leaks info to WSJ about
Mr. Litt's efforts to secure a board
seat at Ventas. WSJ article published
March 7
☑Coinciding with the beginning of the
Citi conference, L&B issues a press
release and files a preliminary proxy
nominating Mr. Litt; discloses
ownership position of ~0.2%
L&B withdraws second nominee,
Michelle Applebaum from slate
March 14
Ventas files its preliminary proxy
March 29
Ventas issues a press release, mails
letter to shareholders and files its
definitive proxy
L&B files a definitive proxy
nominating Mr. Litt and mails letter to
Ventas shareholders
Feb 2022
Mar 2022
40
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