Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 14, 2021, New Senior Investment Group Inc., a Delaware corporation ("New Senior"), held a virtual special meeting of its stockholders (the "Special Meeting") to vote on the proposals identified in the definitive proxy statement of New Senior prepared in connection with the Merger (as defined below), which also constitutes a prospectus of Ventas, Inc., a Delaware corporation ("Ventas"), filed with the U.S. Securities and Exchange Commission on August 11, 2021 (as supplemented on September 7, 2021), which was first mailed to New Senior's stockholders on August 11, 2021.

As of the close of business on August 6, 2021, the record date for the Special Meeting, there were 84,063,182 shares of common stock, par value $0.01 per share, of New Senior ("New Senior Common Stock") issued and outstanding and entitled to vote at the Special Meeting. 74.03% of all of the shares of issued and outstanding New Senior Common Stock entitled to vote were represented either virtually or by proxy at the Special Meeting. The tables below detail the voting results for each proposal:

1. Proposal to adopt the Agreement and Plan of Merger, dated as of June 28, 2021


    (as amended or otherwise modified from time to time, the "Merger Agreement"),
    by and among New Senior, Ventas and Cadence Merger Sub LLC, a Delaware
    limited liability company and a subsidiary of Ventas ("Merger Sub"), and
    thereby approve the merger of Merger Sub with and into New Senior (the
    "Merger"), with New Senior continuing as the surviving corporation and a
    subsidiary of Ventas (the "Merger Proposal").

Set forth below are the voting results for the Merger Proposal.





Votes For    Votes Against   Absentions   Broker Non-Votes
61,955,152      150,150       133,232            0

2. Proposal to approve, by advisory (non-binding) vote, the compensation that


    may be paid or become payable to the named executive officers of New Senior
    in connection with transactions contemplated by the Merger Agreement (the
    "Non-Binding Compensation Proposal").


Set forth below are the voting results for the Non-Binding Compensation
Proposal.



Votes For    Votes Against   Absentions   Broker Non-Votes
17,871,158    38,783,967     5,583,409           0




3.  In connection with the Special Meeting, New Senior also solicited proxies
    with respect to the adjournment of the Special Meeting from time to time, if
    necessary or appropriate, (i) to solicit additional proxies in favor of the
    Merger Proposal if there are insufficient votes at the time of such
    adjournment to approve such proposal or (ii) if required to enable New Senior
    or Ventas to comply with the requirement in the Merger Agreement to provide
    notice to the other party 10 business days prior to the Special Meeting if it
    has determined that it is necessary to pay a REIT Dividend (as defined in the
    Merger Agreement) but is unable to provide such notice on or before the date
    that is 10 business days prior to the then-scheduled Special Meeting (the
    "Adjournment Proposal"). As there were sufficient votes at the time of the
    Special Meeting to approve the Merger Proposal, the Adjournment Proposal was
    unnecessary and such proposal was not submitted to the New Senior
    stockholders for approval at the Special Meeting.

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Item 8.01 Other Events.

On September 14, 2021, New Senior and Ventas issued a joint press release announcing the results of the stockholder vote at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit Number        Description of Exhibit

99.1                    Joint Press Release, dated as of September 14, 2021, issued
                      by New Senior Investment Group Inc. and Ventas, Inc.

104                   Cover Page Interactive Data File (embedded within the Inline
                      XBRL document)

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