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 OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July26, 2017, the Board of Directors of Welltower Inc. (the “Company”) appointed Gary Whitelaw as a member of the Board of Directors, which increased the size of the Board of Directors from ten to eleven directors. Mr.Whitelaw will be a member of the Nominating/Corporate Governance and Investment Committees.
Mr.Whitelaw will be compensated for his service as a director on the same basis as other non-employee directors of the Company. Compensation for the Company’s non-employee directors is described in the Company’s Proxy Statement for its 2017 Annual Meeting of Shareholders as filed with the Securities and Exchange Commission (the “SEC”) on March24, 2017 and the Summary of Director Compensation as filed with the SEC as an exhibit to the Company’s Form 10-Q for the quarter ended June 30, 2017.
In connection with the appointment, the Company will enter into an indemnification agreement with Mr.Whitelaw. The agreement will be substantially identical to the agreements previously entered into between the Company and its other directors and will generally provide that the Company will, in certain circumstances, indemnify Mr.Whitelaw against any and all expenses, judgments, fines, penalties and amounts paid in settlement arising out of his service to the Company. Also, the agreement will provide for the advancement of expenses in connection with a threatened, pending or completed action, suit or proceeding.
| Item 5.02 | Regulation FD Disclosure. |
On July28, 2017, the Company issued a press release announcing the appointment of Mr.Whitelaw to the Board of Directors. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated in this Item 5.02 by reference.
The information contained in, or incorporated into, Item 5.02, 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 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.
| Item 5.02 | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press release of Welltower Inc. dated July28, 2017. |
WELLTOWER INC. ExhibitEX-99.1 2 d425482dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE July 28,…To view the full exhibit click here
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.
