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 |
Appointment of Executive Vice President and Chief Investment
Officer
On May15, 2017, HCP, Inc., a Maryland corporation (HCP),
announced that its Board of Directors (the Board) appointed Scott
M. Brinker, 40, to serve as Executive Vice President and Chief
Investment Officer, effective January4, 2018.
Mr.Brinker most recently served as Chief Investment Officer at
Welltower Inc. from July 2014 to January 2017. Prior to that, he
served as Welltowers Executive Vice President of Investments from
January 2012 to July 2014. From July 2001 to January 2012, he
served in various investment and portfolio management related
capacities with Welltower.
The material terms of Mr.Brinkers compensation following his
commencement of employment with HCP are summarized as follows:
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Base Salary and Bonus. Mr.Brinker will receive an annual base salary of $650,000, subject to annual review. He will also be eligible for an annual bonus with a target amount of $1,100,000. 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 Equity Award. In connection with his hiring, Mr.Brinker will receive a one-time grant of restricted stock units shortly after his commencement of employment with HCP with an aggregate grant date fair value of $5,000,000 (the Initial Equity Award). The Initial Equity Award will vest over six years, with $1,000,000 vesting per year beginning on the second anniversary following the grant date, based on Mr.Brinkers continuing employment on the applicable vesting date. |
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Long-Term Equity Award Target. Mr.Brinker will be eligible for an annual equity award with a target aggregate grant date fair value of $1,750,000 (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.Brinker 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, Item5 (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, Item5 (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.Brinker 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 $150,000 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.Brinker that would
require disclosure under Item401(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 Item404(a)of
Regulation S-K.
| (e) |
Compensatory Arrangements of Certain Officers |
On May15, 2017, HCP made a one-time grant of restricted stock
units to Peter A. Scott, HCPs Executive Vice President and Chief
Financial Officer, with an aggregate grant date fair value of
approximately $2,500,000 (the Retentive Equity Award). The
Retentive Equity Award will vest over six years, with $500,000
vesting per year beginning on the second anniversary following
the grant date, based on Mr.Scotts continuing employment on the
applicable vesting date.
| Item7.01 | Regulation FD Disclosure. |
On May15, 2017, HCP issued a press release announcing Mr.Brinkers
appointment as Executive Vice President and Chief Investment
Officer, as noted in Item5.02 above. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated into this
Item7.01 by reference.
The information set forth in this Item7.01 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 May15, 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 00.00 at 31.29 with 3,791,754 shares trading hands.
