Welltower Inc. (NASDAQ:HCN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

On January3, 2017, Welltower Inc. (the Company) entered into a
new Employment Agreement with Thomas J. DeRosa, the Companys
Chief Executive Officer, which will become effective on April14,
2017, after the expiration of his current employment agreement.

to the new Employment Agreement, Mr.DeRosa will continue to serve
as the Chief Executive Officer of the Company until April13,
2020. He will receive an annual base salary of $1,000,000,
together with a target bonus opportunity under the Companys
annual cash bonus plan equal to 175% of his annual base salary
and annual long-term stock awards under terms and conditions to
be determined by the Compensation Committee. The Company will
also lease an automobile for Mr.DeRosas use during the term of
his employment.

If Mr.DeRosas employment is terminated by the Company without
good cause or he resigns for a good reason, (1)he will receive a
pro-rated annual bonus for the year of termination, two times his
then current annual base salary and target annual cash bonus
opportunity over a period of two years, and continued COBRA
coverage for so long as such coverage is elected, (2)any vesting
requirements of outstanding stock awards based on continued
service will be considered to have been satisfied and (3)any
vesting requirements of outstanding stock awards based upon
performance will generally be measured as of the end of the
calendar quarter immediately preceding his termination and will
be pro-rated to reflect the portion of the performance period
during with Mr.DeRosa was employed, except to the extent future
awards provide otherwise. If Mr.DeRosas employment is terminated
without good cause or he resigns for a good reason upon or within
24 months following a change of control, he will receive a
pro-rated target annual bonus for the year of termination, the
present value of three times his then current annual base salary
and the average of his last three annual cash bonuses, payable in
a lump sum, and continued COBRA coverage for so long as such
coverage is elected. Any severance payments or benefits payable
to Mr.DeRosa will be subject to his execution of a customary
release and compliance with customary restrictive covenants.

As announced in the January3, 2017 press release, the role of
Chief Investment Officer, currently held by Scott Brinker, is
being eliminated effective January3, 2017. In addition, Jeffrey
Miller, Chief Operating Officer, has decided to retire effective
February1, 2017 and the Chief Operating Officer function will
also be eliminated.

On January3, 2017, the Company issued a press release regarding,
among other things, Mr.DeRosas new Employment Agreement and the
Companys new management structure, a copy of which is attached
hereto as Exhibit 99.1 and is incorporated into this Item7.01 by
reference.The information in this Item7.01, including Exhibit
99.1 attached hereto, is being furnished and shall not be deemed
filed for the purposes of Section18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities
of that Section.The information in this Item7.01 shall not be
incorporated by reference into any registration statement or
other document to the Securities Act of 1933, except as otherwise
expressly stated in such filling.

2