QUALITY CARE PROPERTIES,INC. (NYSE:QCP) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k

6 years ago

QUALITY CARE PROPERTIES,INC. (NYSE:QCP) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders.

A special meeting (the “Special Meeting”) of the stockholders of Quality Care Properties, Inc. (the “Company”) was convened at 9:00 a.m.local time on July25, 2018. The following proposals were voted on at the Special Meeting (each of which is described in the definitive proxy statement filed by the Company with the Securities Exchange Commission on June21, 2018) and the final voting results as to each such proposal are set forth below.

VotesFor	VotesAgainst	Abstentions
Proposal 1: To consider and vote on a proposal to approve the merger (the “Merger”) of the Company with and into Potomac AcquisitionLLC (“Merger Sub”), a Delaware limited liability company and subsidiary of WelltowerInc., a Delaware corporation (“Welltower”), to an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of April25, 2018, by and among the Company, certain of the Company’s subsidiaries party to the Merger Agreement, Welltower and Merger Sub.	76,429,143	2,895,332	885,264
Proposal 2: To approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of the Company in connection with the Merger.	42,292,088	36,938,398	979,253
Proposal 3: To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger.	71,202,684	8,116,117	890,938

Item 8.01. Other Events.

On July25, 2018, the Company issued a press release. A copy of the press release is attached as Exhibit99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits

ExhibitNo.	Description
99.1	Press Release, dated July25, 2018

QUALITY CARE PROPERTIES, INC. ExhibitEX-99.1 2 a18-16302_7ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Quality Care Properties Stockholders Approve Welltower Merger BETHESDA,…To view the full exhibit click here
About QUALITY CARE PROPERTIES,INC. (NYSE:QCP)
Quality Care Properties, Inc. is a self-managed and self-administered real estate investment trust. The Company is focused on post-acute/skilled nursing and memory care/assisted living properties. As of June 30, 2016, the Company’s portfolio included 274 post-acute/skilled nursing properties, 62 memory care/assisted living properties, a surgical hospital and a medical office building (MOB) across 30 states of the United States. The Company’s primary tenant is HCR ManorCare, Inc. (HCRMC), a provider of post-acute, memory care and hospice services. As of June 30, 2016, 249 of the Company’s post-acute/skilled nursing properties and 61 of its memory care/assisted living properties were leased to HCR III Healthcare, LLC (HCR III), a subsidiary of HCRMC. As of June 30, 2016, its hospital had a capacity of 37 beds. As of June 30, 2016, its medical office covered 88,000 square feet. As of June 30, 2016, its post-acute/skilled nursing properties had a capacity of 33,490 beds.