Welltower Inc. (NYSE:HCN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 10, 2017, Welltower Inc. (the “Company”) entered into a Retirement Agreement (the “Retirement Agreement”) with Jeffrey H. Miller regarding the terms of his retirement. Mr. Miller served as the Company’s Executive Vice President and Chief Operating Officer until January 31, 2017 when his employment with the Company ended. Mr. Miller’s retirement was previously disclosed by the Company in its Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on January 6, 2017. Following Mr. Miller’s retirement, the position of Chief Operating Officer was eliminated.

Mr. Miller will receive the benefits set forth in Section 5(a) of his employment agreement, which was previously filed with the Commission on Form 10-K on March 2, 2009. In addition, his service-based stock awards will become fully vested as of the date of his retirement and he will receive a pro-rated payout of his awards under the Company’s 2015-2017 Long-Term Incentive Program and 2016-2018 Long-Term Incentive Program, in each case based on performance through December 31, 2016. A description of these benefits is contained in the Company’s most recent proxy statement filed with the Commission on March 24, 2016. The Retirement Agreement also includes a customary release by Mr. Miller of claims against the Company and its affiliates and a mutual non-disparagement covenant. Mr. Miller is also obligated to comply with various restrictive covenants, including a non-compete, non-solicitation and protection of the Company’s confidential information. Any disputes arising under the Retirement Agreement will be resolved by binding arbitration.

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About Welltower Inc. (NYSE:HCN)

Welltower Inc., formerly Health Care REIT, Inc., is a provider of healthcare infrastructure. The Company operates through three segments: triple-net, which includes independent living facilities, independent supportive living facilities (Canada), continuing care retirement communities, assisted living facilities, care homes with and without nursing (United Kingdom), Alzheimer’s/dementia care facilities, long-term/post-acute care facilities and hospitals; seniors housing operating, which includes a range of facility types, including independent living facilities and independent supportive living facilities, assisted living facilities, care homes and Alzheimer’s/dementia care facilities, and outpatient medical, which includes outpatient medical buildings. It invests in seniors housing operators, post-acute providers and health systems to fund real estate and infrastructure. Welltower, a real estate investment trust, owns properties in the United States, Canada and the United Kingdom.

Welltower Inc. (NYSE:HCN) Recent Trading Information

Welltower Inc. (NYSE:HCN) closed its last trading session up +0.50 at 66.08 with 1,347,396 shares trading hands.