For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Ventas is a member.
Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.
The report shall be presented to the Nominating and Corporate Governance Committee and posted on Ventas’s website.
Supporting Statement
Ventas spent $1,640,000 in 2020 and 2021 on federal lobbying. This does not include state lobbying expenditures, where Ventas also lobbies but disclosure is uneven or absent. Ventas may also be lobbying abroad, with senior housing communities in Canada and the United Kingdom.
Companies can give unlimited amounts to third party groups that spend millions on lobbying and often undisclosed grassroots activity, and these groups may be spending “at least double what’s publicly reported.”1 Ventas fails to disclose its third-party payments to trade associations and social welfare organizations, or the amounts used for lobbying, to stockholders. Ventas belongs to the American Seniors Housing Association (ASHA), Argentum, National Association of Real Estate Investment Trusts and Real Estate Roundtable, which together spent $10,099,809 on lobbying for 2021.
We are concerned that Ventas’s lack of disclosure presents reputational risk when its lobbying contradicts company public positions. Ventas’s lobbying over provider relief through the CARES Act has attracted media scrutiny.2 ASHA and Argentum “kicked lobbying efforts into high gear” during COVID as seniors housing operators faced bad press from senior deaths.3 In California, the state is rethinking funding 
based on quality of care after “truly appalling” death toll in nursing homes.4 And Ventas has drawn scrutiny for its trade associations ASHA and Argentum lobbying for “more government largesse” during COVID while increasing pay for its CEO and CFO.5
We believe reputational damage stemming from these misalignments could harm stockholder value. Thus, we urge Ventas to expand its lobbying disclosure.
1 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly- reported/.2 https://seniorhousingnews.com/2020/09/23/reit-leaders-say-senior-living-must-start-to-evolve-faster/.3 https://seniorshousingbusiness.com/seniors-housing-associations-lobby-for-variety-of-covid-19-measures/.4 https://www.dailybreeze.com/2021/12/27/senior-living-after-truly-appalling-death-toll-in-nursing-homes-california-rethinks- funding/.5 https://tallgrasseconomics.org/2021/04/senators-want-to-give-the-senior-housing-industry-more-money-covid-relief-money- fight-it-its-a-rip-off-for-investors-and-executives/.