Current Report Filing (8-k)
May 27 2021 - 5:14PM
Edgar (US Regulatory)
false 0000766704 0000766704 2021-05-26 2021-05-26 0000766704 us-gaap:CommonStockMember 2021-05-26 2021-05-26 0000766704 well34:M4.800NotesDue2028Member 2021-05-26 2021-05-26 0000766704 well34:M4.500NotesDue2034Member 2021-05-26 2021-05-26
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): May 26, 2021
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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Registrant’s 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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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of Each Exchange
on which registered
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Common stock, $1.00 par value per share
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WELL
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New York Stock Exchange
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4.800% Notes due 2028
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WELL28
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New York Stock Exchange
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4.500% Notes due 2034
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WELL34
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New York Stock Exchange
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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 5.07
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Submission of Matters to a Vote of Security Holders.
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At the 2021 Annual Meeting of Shareholders held on May 26, 2021 (the “Annual Meeting”), the shareholders of Welltower Inc. (the “Company”) elected the eleven directors nominated by the Board to serve until the 2022 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified; the shareholders approved the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and the shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The proposals are further described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 16, 2021 (the “2021 Proxy Statement”).
The tables below set forth the number of votes cast for and against, and the number of abstentions and broker non-votes, for each matter voted upon by the Company’s shareholders.
Proposal #1 — The election of eleven directors to hold office until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified:
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Nominee
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For
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Against
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Abstentions
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Broker Non-Votes
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Kenneth J. Bacon
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318,836,943
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30,486,175
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252,914
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31,613,725
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Karen B. DeSalvo
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347,129,055
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2,228,267
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218,710
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31,613,725
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Jeffrey H. Donahue
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328,766,620
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20,552,705
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256,707
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31,613,725
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Philip L. Hawkins
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347,695,977
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1,570,795
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309,260
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31,613,725
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Dennis G. Lopez
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348,871,017
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393,388
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311,627
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31,613,725
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Shankh Mitra
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348,795,880
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521,704
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258,448
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31,613,725
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Ade J. Patton
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348,841,429
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429,201
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305,402
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31,613,725
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Diana W. Reid
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347,889,413
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1,412,779
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273,840
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31,613,725
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Sergio D. Rivera
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346,444,496
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2,874,213
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257,323
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31,613,725
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Johnese M. Spisso
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347,291,597
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2,028,933
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255,502
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31,613,725
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Kathryn M. Sullivan
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340,445,111
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8,856,474
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274,447
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31,613,725
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Each of the directors was elected at the Annual Meeting.
Proposal #2 — The ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2021:
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For
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Against
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Abstentions
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Broker Non-Votes
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363,500,820
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17,199,731
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489,206
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0
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This proposal was approved at the Annual Meeting.
Proposal #3 — The approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the 2021 Proxy Statement:
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For
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Against
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Abstentions
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Broker Non-Votes
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326,285,180
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22,639,575
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651,277
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31,613,725
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This proposal was approved at the Annual Meeting.
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.
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WELLTOWER INC.
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Date: May 27, 2021
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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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Executive Vice President - General Counsel & Corporate Secretary
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