Welltower Inc 8-K, filed Oct 13, 2020
Welltower Inc. (WELL)
About this 8-K
Welltower Inc filed this 8-K on October 13, 2020, reporting on events of October 7, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 7, 2020, the Board of Directors (the “Board”) of Welltower Inc. (the “Company”) increased the size of the Board from nine to ten members and elected Philip Hawkins to the Board.
Mr. Hawkins 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 2020 Annual Meeting of Shareholders as filed with the Securities and Exchange Commission on March 20, 2020.
In connection with his appointment, the Company entered into an indemnification agreement with Mr. Hawkins. The agreement is substantially identical to the agreements previously entered into between the Company and its other directors and generally provides that the Company will, in certain circumstances, indemnify Mr. Hawkins against any and all expenses, judgments, fines, penalties and amounts paid in settlement arising out of his service to the Company. Also, the agreement provides for the advancement of expenses in connection with a threatened, pending or completed action, suit or proceeding.
| Item 7.01 | Regulation FD Disclosure. |
On October 12, 2020 the Company issued a press release announcing the appointment of Mr. Hawkins to the Board of Directors. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated in this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press Release of Welltower Inc. dated October 12, 2020. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
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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 | ||
Dated: October 13, 2020
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Exhibit 99.1
Welltower Announces Addition of Philip Hawkins to Board of Directors
TOLEDO, Ohio – October 12, 2020 – Welltower Inc. (NYSE: WELL) today announced the appointment of Philip Hawkins to its Board of Directors.
Mr. Hawkins, who brings nearly 40 years of leadership experience in the real estate sector, currently serves as Executive Chairman of Link Logistics Real Estate, Blackstone’s industrial real estate platform. Previously, he spent 12 years at DCT Industrial Trust (2006-2018), where he most recently served as President and Chief Executive Officer prior to its acquisition by Prologis Inc. Prior to that, he served at CarrAmerica Realty Corporation from 1996-2006 in roles of increasing seniority, including as President and Chief Operating Officer. Mr. Hawkins began his career at LaSalle Partners (now Jones Lang LaSalle), where he spent 14 years in various roles including as Managing Director, Eastern Region and a member of the firm’s board of directors. He is on the Board of Directors of Corporate Office Properties Trust and was previously a member of the Board of Directors of Prologis and Cloverleaf Cold Storage.
“Phil is a highly-respected industry veteran with extensive management and public company Board experience. We are pleased to welcome him to Welltower’s Board of Directors,” said Kenneth J. Bacon, Chairman of Welltower. “In particular, Phil’s deep expertise in real estate will benefit Welltower’s Board and leadership team as we continue to execute our strategy to deliver significant value to Welltower’s shareholders.”
Mr. Hawkins said, “I am honored to join Welltower’s Board at an important moment in the Company’s history. I am excited to work with Ken and the rest of the Board to provide the guidance and oversight to enable the Company’s continued growth and success.”
Shankh Mitra, CEO and CIO of Welltower, added, “I am delighted by the opportunity to partner with Phil and the rest of the Board as we pursue the exciting next phase of growth for the Company. Phil is a recognized leader in our industry who has clearly demonstrated that he shares both our commitment to efficient capital allocation and our laser-focus on creating value for shareholders.”
Mr. Hawkins earned a B.A. from Hamilton College and an MBA from the University of Chicago Booth School of Business. He is a Trustee of Hamilton College.
Welltower’s Board of Directors will expand to 10 members following the appointment of Mr. Hawkins. The addition of Mr. Hawkins is part of the Board’s ongoing refreshment process which has now added seven highly-qualified new directors over the past four years, including three since July 2020. Welltower’s Board is skilled, diverse, well-rounded and experienced, with women and minorities comprising 80% of independent directors.
About Welltower
Welltower Inc. (NYSE: WELL), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. The Company invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower™, a real estate investment trust (REIT), owns interests in properties concentrated in major, high growth markets in the United States, Canada and the United Kingdom, consisting of seniors housing, post-acute communities and outpatient medical properties. For more information, visit www.welltower.com.
Contacts
Investor Relations
Krishna Soma, ksoma@welltower.com, (646) 677-8764
Or
Matthew Carrus, mcarrus@welltower.com, (646) 677-8756
Media
Tara Gallagher, tgallagher@welltower.com, (646) 677-8742