Current Report Filing (8-k)
June 22 2017 - 4:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15 (d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 16, 2017
Welltower Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-8923
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34-1096634
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4500 Dorr Street, Toledo, Ohio
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43615
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(419)
247-2800
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2017, Welltower Inc. (the Company)
entered into amended and restated employment agreements with Scott A. Estes (the Estes Agreement) and Mercedes T. Kerr (the Kerr Agreement and together with the Estes Agreement, the Employment Agreements), each of
which is effective as of June 16, 2017. The Estes Agreement replaces the Second Amended and Restated Employment Agreement between Mr. Estes and the Company, dated December 29, 2008, and the Kerr Agreement replaces the Employment
Agreement between Ms. Kerr and the Company, dated October 4, 2016.
Pursuant to the Estes Agreement, Mr. Estes will
continue to serve as the Executive Vice President Chief Financial Officer of the Company until January 31, 2019. He will receive an annual base salary of $510,000, together with an opportunity to earn an annual incentive cash bonus under
the Companys annual cash bonus plan in an amount determined by the Compensation Committee of the Board of Directors of the Company (the Compensation Committee) and annual long-term stock awards under terms and conditions to be
determined by the Compensation Committee.
Pursuant to the Kerr Agreement, Ms. Kerr will continue to serve as the Executive Vice
President Business & Relationship Management of the Company until January 31, 2019. She will receive an annual base salary of $484,500, together with an opportunity to earn an annual incentive cash bonus under the Companys
annual cash bonus plan in an amount determined by the Compensation Committee and annual long-term stock awards under terms and conditions to be determined by the Compensation Committee.
Under each applicable Employment Agreement, if Mr. Estess or Ms. Kerrs employment is terminated by the Company without
good cause or the individual resigns for a good reason, (1) the individual will receive a pro-rated annual bonus for the year of termination, a series of semi-monthly payments for each complete calendar month remaining in the term of the
individuals employment agreement (but no less than 12 months) in an amount equal to 1/24
th
of the sum of the individuals then-current base salary and the Bonus Amount (defined below),
and continued COBRA coverage for the remainder of the term of the applicable Employment Agreement (but no less than six (6) months, or until, if earlier, the individual obtains comparable coverage or when rights to COBRA coverage expire under
applicable law), (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 be
subject to the treatment set forth in such stock awards governing documents. For purposes of the Employment Agreements, Bonus Amount means (1) for Mr. Estes, the greater of his most recent annual cash bonus paid or 35% of
his then-current salary, and (2) for Ms. Kerr, the average annual cash bonus paid to her over the prior three fiscal years. If Mr. Estess or Ms. Kerrs employment is terminated without good cause or the individual
resigns for a good reason upon or within 24 months following a change of control, the individual will receive a pro-rated target annual bonus for the year of termination, the present value of two times the individuals then current annual base
salary and the individuals applicable Bonus Amount, payable in a lump sum, and continued COBRA coverage for the remainder of the term of the applicable Employment Agreement or until, if earlier, the individual obtains comparable coverage or
when rights to COBRA coverage expire under applicable law. Any severance payments or benefits payable under the Employment Agreements will be subject to the individuals execution of a customary release and compliance with customary restrictive
covenants.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 22, 2017
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WELLTOWER INC.
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By:
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/s/ Matthew McQueen
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Name:
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Matthew McQueen
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Title:
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Senior Vice President - General Counsel & Corporate Secretary
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