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 Departure of Directors or Certain Officers; Appointment
of Certain Officers; Election of Directors
(b) |
Departure of Directors or Certain Officers |
Resignation of Interim President and Chief Executive
Officer
In connection with the previously disclosed anticipated
management changes at HCP, Inc. (the Company), on December30,
2016, Michael D. McKee provided notice to the Board of Directors
of the Company (the Board) that, while he intends to continue to
serve as Executive Chairman, he was resigning as interim
President and Chief Executive Officer, effective January1, 2017.
(c) |
Appointment of Certain Officers |
Election of Chief Executive Officer
On December30, 2016, the Board elected Thomas M. Herzog, 54, to
serve as Chief Executive Officer, effective January1, 2017. The
Company has initiated a search to fill the position of Chief
Financial Officer.
Mr.Herzog served as Chief Financial Officer (CFO) of the Company
from June 2016 through December 2016. From January 2013 until
joining the Company in June 2016, he was CFO of UDR, Inc. (NYSE:
UDR), a multifamily REIT. Mr.Herzog served as CFO of Amstar, a
Denver-based real estate investment company, from August 2011 to
January 2013. He previously served as CFO of the Company from
April 2009 to May 2011. Mr.Herzog was Chief Accounting Officer at
Apartment Investment and Management Company (NYSE: AIV), a
multifamily REIT, from 2004 to 2005 and CFO from 2005 to 2009.
From 2000 to 2004, he served in the roles of Chief Accounting
Officer Global Controller and Finance Technical Advisor for GE
Real Estate. Prior to joining GE Real Estate, Mr.Herzog began his
career in public accounting with Deloitte Touche LLP, serving in
the audit department for ten years, including a two-year national
office assignment in the real estate group. He currently serves
on the Board of Directors for Tier REIT, Inc. (NYSE: TIER), an
office property REIT.
There are no family relationships involving Mr.Herzog 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.
Election of President
On December30, 2016, the Board also elected J. Justin Hutchens,
42, to serve as President, effective January1, 2017.
Mr.Hutchens has been with the Company since September 2015, most
recently as Executive Vice President and Chief Investment
Officer. Prior to joining the Company, Mr.Hutchens was President
and Chief Executive Officer of National Health Investors, Inc.
(NYSE: NHI), a healthcare REIT, since March 2011 and President
and Chief Operating Officer (COO) from February 2009 to March
2011. He served on NHIs Board of Directors from 2010 to 2015.
Mr.Hutchens has national operating experience as the COO of
Summerville Senior Living from 2003 to 2007 and, upon its merger
with Emeritus Corporation, the COO of Emeritus Senior Living
Corporation (NYSE: ESC) from 2007 to 2009. From 1997 to 2003, he
held multi-site management roles overseeing marketing and
operations in the senior housing and post-acute industries.
Mr.Hutchens currently serves on the Board of Directors for the
National Investment Center for Seniors Housing and Care.
There are no family relationships involving Mr.Hutchens 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.
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(d) |
Election of Directors |
Election of Director of the Board
On December30, 2016, the Board appointed Thomas M. Herzog to
serve as a director of the Board, effective January1, 2017, until
the Companys next annual meeting of stockholders or until his
successor is duly elected and qualified.
There is not any arrangement or understanding between Mr.Herzog
and any other persons to which he was appointed as a director of
the Company.Furthermore, the Company has not been since the
beginning of the last fiscal year, and is not currently proposed
to be, a participant in any related party transaction with
Mr.Herzog within the meaning of Item404(a)of Regulation S-K.
Item7.01 Regulation FD Disclosure.
On January3, 2017, the Company issued a press release announcing
the election of Mr.Herzog as Chief Executive Officer and his
appointment to the Board, and the election of Mr.Hutchens as
President, each effective as of January1, 2017, 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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| 99.1 | Press Release dated January3, 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 up +0.24 at 30.02 with 3,083,541 shares trading hands.