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): February 6, 2017
Welltower Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-8923 | | 34-1096634 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
| 4500 Dorr Street, Toledo, Ohio | | 43615 |
| (Address of principal executive offices) | | (Zip Code) |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12) |
| ☐ | Pre–commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b)) |
| ☐ | Pre–commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c)) |
| Item 5.02 – | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;Compensatory Arrangements of Certain Officers |
On February 6, 2017, Welltower Inc. (the “Company”) entered into a Separation Agreement (the “Separation Agreement”) with Scott M. Brinker. Mr. Brinker served as the Company’s Chief Investment Officer until January 3, 2017, when the position of Chief Investment Officer was eliminated, which was previously disclosed in the Company’s Form8-K filed with the Securities and Exchange Commission (the “Commission”) on January 6, 2017.
Mr. Brinker will receive the benefits set forth in Section 5(a) of his employment agreement, which was previously filed with the Commission on Form10-Q on May 7, 2013. A description of these benefits is contained in the Company’s most recent proxy statement filed with the Commission on March 24, 2016. The agreement also includes a customary release by Mr. Brinker of claims against the Company and its affiliates and a mutualnon-disparagement covenant. Mr. Brinker is also obligated to comply with various restrictive covenants, including anon-compete,non-solicitation and protection of the Company’s confidential information. Any disputes arising under the Separation Agreement will be resolved by binding arbitration.
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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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| Date: February 10, 2017 | | | | |
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| | WELLTOWER INC. |
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| | By: | | /s/ MATTHEW MCQUEEN |
| | Name: | | Matthew McQueen |
| | Title: | | Senior Vice President, General Counsel and Corporate Secretary |
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