HCP, Inc. (NYSE:HCP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (c) | Appointment of Certain Officers |
Election of Executive Vice President and Chief Financial
Officer
On January23, 2017, HCP, Inc., a Maryland corporation (HCP),
announced that its Board of Directors (the Board) elected Peter
A. Scott, 37, to serve as Executive Vice President and Chief
Financial Officer, effective February13, 2017.
Mr.Scott has served as a Managing Director, Real Estate Banking
Group of Barclays, a financial services firm listed on the London
Stock Exchange, since May 2014. His experience also includes
various positions of increasing responsibility during his time at
Credit Suisse, a financial services firm, from September 2011 to
May 2014, Barclays from September 2008 to September 2011 and
Lehman Brothers, a financial services firm, from July 2002 to
September 2008.
The material terms of Mr.Scotts compensation are summarized as
follows:
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Base Salary and Bonus. Mr.Scott will receive an annual base salary of $550,000, subject to annual review. He will also be eligible for an annual bonus with a target amount of $700,000. The actual amount of the annual bonus will be determined by the Compensation Committee of the Board (the Compensation Committee), based on the achievement of the same performance targets and other terms and conditions applicable to other senior executives generally under HCPs annual short-term incentive plan. |
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One-Time Make-Whole Bonus. In connection with his hiring, Mr.Scott will receive a one-time make-whole bonus (a Make-Whole Bonus) of $650,000. If he voluntarily terminates his employment within 12 months of his start date, he will be required to reimburse HCP a pro-rated amount of his Make-Whole Bonus. |
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One-Time Make-Whole Equity Award. In connection with his hiring, Mr.Scott will receive a one-time grant of restricted stock units with an aggregate grant date fair value of $1,000,000 (the Initial Equity Award). The Initial Equity Award is subject to a three-year annual vesting schedule following the grant date based on Mr.Scotts continuing employment on the applicable vesting date. |
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Long-Term Equity Award Target. Mr.Scott will be eligible for an annual equity award with a target aggregate grant date fair value of $1,150,000 (the Annual Equity Award). The Annual Equity Award will be subject to approval by the Compensation Committee, with the same vesting criteria and other terms and conditions applicable to other senior executives generally under HCPs annual long-term incentive plan, as determined by the Compensation Committee. |
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Severance Terms. Mr.Scott will be eligible to participate in both HCPs Executive Severance Plan (Severance Plan) and HCPs Executive Change in Control Severance Plan (CIC Plan). The material terms of the Severance Plan are described under Part II, Item 5 (Other Information) in HCPs Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (SEC) on May9, 2016, and are incorporated herein by reference. The material terms of the CIC Plan are described under the heading Change in Control Severance Plan in HCPs 2016 Proxy Statement, filed with the SEC on March17, 2016, and under Part II, Item 5 (Other Information) in HCPs Quarterly Report on Form 10-Q, filed with the SEC on May9, 2016, as applicable, and are incorporated herein by reference. |
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Other Benefits. Mr.Scott will be eligible to participate in the health, welfare and other benefits plans and arrangements as generally made available to HCPs other executive vice presidents. HCP will also reimburse him for up to $85,000 of relocation and travel expenses. If he voluntarily terminates his employment within 12 months of his start date, he will be required to reimburse HCP for any relocation and travel reimbursement paid to him. |
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There are no family relationships involving Mr.Scott that would
require disclosure under Item 401(d)of Regulation S-K.There are
no current or proposed transactions in which he or any member of
his immediate family has, or will have, a direct or indirect
material interest that would require disclosure under Item
404(a)of Regulation S-K.
| Item7.01 | Regulation FD Disclosure. |
On January23, 2017, HCP issued a press release announcing
Mr.Scotts election as Executive Vice President and Chief
Financial Officer, as noted in Item 5.02 above. A copy of the
press release is attached hereto as Exhibit 99.1 and is
incorporated into this Item 7.01 by reference.
The information set forth in this Item 7.01 and the related
information in Exhibit 99.1 attached hereto are being furnished
to, and shall not be deemed filed for purposes of Section18 of
the Securities Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liabilities of that section and
shall not be incorporated by reference in any filing with, the
SEC under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference
therein.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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No. |
Description |
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| 99.1 | Press Release, dated January23, 2017. |
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About HCP, Inc. (NYSE:HCP)
HCP, Inc. (HCP) is a self-administered real estate investment trust (REIT). The Company invests in real estate serving the healthcare industry in the United States. Its portfolio consists of investments in various healthcare segments: senior housing, post-acute/skilled nursing, life science, medical office and hospital. Its portfolio includes owned portfolio, unconsolidated joint ventures, and developments and redevelopments. It has interests in unconsolidated joint ventures representing approximately 30 properties primarily in its senior housing, life science and medical office segments. The Company has interests in approximately 530 senior housing facilities, including over 25 properties owned by its unconsolidated joint ventures. Its senior housing facilities include independent living facilities, assisted living facilities, memory care facilities, care homes and continuing care retirement communities. It has interests in approximately 310 post-acute/skilled nursing facilities. HCP, Inc. (NYSE:HCP) Recent Trading Information
HCP, Inc. (NYSE:HCP) closed its last trading session down -0.50 at 29.74 with 3,119,309 shares trading hands.
