UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 4, 2017
Welltower Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 1-8923 | | 34-1096634 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | 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))
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 Rule12b-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 5.07Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders (the “Annual Meeting”) of Welltower Inc. (the “Company”) was held on May 4, 2017 in Toledo, Ohio. The voting results for each of the proposals submitted to a vote of the shareholders at the Annual Meeting are set forth below.
Proposal #1 — Election of ten directors to hold office until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified:
| | | | | | | | |
| Nominee | | For | | Against | | Abstentions | | Broker Non-Votes |
Kenneth J. Bacon | | 280,953,395 | | 5,164,801 | | 436,932 | | 44,991,393 |
Thomas J. DeRosa | | 284,603,130 | | 1,523,009 | | 428,989 | | 44,991,393 |
Jeffrey H. Donahue | | 279,372,115 | | 6,749,870 | | 433,143 | | 44,991,393 |
Fred S. Klipsch | | 284,264,708 | | 1,843,936 | | 446,484 | | 44,991,393 |
Geoffrey G. Meyers | | 285,034,276 | | 1,085,811 | | 435,041 | | 44,991,393 |
Timothy J. Naughton | | 258,939,755 | | 27,182,039 | | 433,334 | | 44,991,393 |
Sharon M. Oster | | 278,761,979 | | 7,394,803 | | 398,346 | | 44,991,393 |
Judith C. Pelham | | 285,689,385 | | 444,557 | | 421,186 | | 44,991,393 |
Sergio D. Rivera | | 285,718,760 | | 396,796 | | 439,572 | | 44,991,393 |
R. Scott Trumbull | | 274,602,177 | | 11,507,887 | | 445,064 | | 44,991,393 |
Each of the directors was elected at the Annual Meeting.
Proposal #2 — Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year 2017:
| | | | | | |
| For | | Against | | Abstentions | | Broker Non-Votes |
326,973,833 | | 3,639,330 | | 933,358 | | 0 |
This proposal was approved at the Annual Meeting.
Proposal #3 — Advisory vote to approve executive compensation as disclosed in the proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission:
| | | | | | |
| For | | Against | | Abstentions | | Broker Non-Votes |
275,539,780 | | 10,055,734 | | 959,614 | | 44,991,393 |
This proposal was approved at the Annual Meeting.
Proposal #4 — Advisory vote on the frequency of advisory votes on executive compensation:
| | | | | | | | |
| 1 Year | | 2 Years | | 3 Years | | Abstentions | | Broker Non-Votes |
244,193,567 | | 504,875 | | 41,274,384 | | 582,302 | | 44,991,393 |
A majority of shareholders voted for “1 Year.” Based on these results, and consistent with the Company’s recommendation, the Company’s Board of Directors has determined that the Company will hold an advisory vote on executive compensation every year until the next required vote on the frequency of such votes.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | |
| | | | WELLTOWER INC. |
| | | |
| | | | By: | | /s/ MATTHEW MCQUEEN |
| | | | | | | | Name: | | Matthew McQueen |
| | | | | | | | Title: | | Senior Vice President – General Counsel & Corporate Secretary |
Date: May 5, 2017
