8-K
Welltower Inc. (WELL)
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 23, 2024
Welltower Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-8923 | 34-1096634 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
| 4500 Dorr Street, Toledo, Ohio | 43615 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
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:
| ☐ | 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)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common stock, $1.00 par value per share | WELL | New York Stock Exchange |
| Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC | WELL/28 | New York Stock Exchange |
| Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC | WELL/34 | New York Stock Exchange |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As discussed under Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting of Shareholders held on May 23, 2024 (the “Annual Meeting”), shareholders of Welltower Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to (i) limit the liability of certain officers as permitted by Delaware law and (ii) increase the number of authorized shares of the Company’s common stock, $1.00 par value per share, from 700,000,000 shares to 1,400,000,000 shares. The amendment to the Charter became effective upon the filing of a Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware (the “Secretary of State”) on May 23, 2024. The Board of Directors of the Company (the “Board”) also approved a Restated Certificate of Incorporation (the “Restated Charter”), that restated and integrated, but did not further amend, the Charter (as amended through the filing of the Certificate of Amendment). On May 23, 2024, the Company filed the Restated Charter with the Secretary of State, and it was effective upon filing. The foregoing summaries of the Certificate of Amendment and Restated Charter are qualified in all respects by reference to the text of the Certificate of Amendment and the Restated Charter, respectively, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the shareholders of the Company elected the nine directors nominated by the Board to serve until the 2025 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified; ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; approved, on an advisory basis, the compensation of the Company’s named executive officers; approved an amendment to the Charter to limit the liability of certain officers as permitted by Delaware law; and approved an amendment to the Charter to increase the number of authorized shares of common stock.
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 12, 2024 (the “2024 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 nine 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 | 498,631,806 | 17,974,194 | 238,795 | 25,529,995 |
| Karen B. DeSalvo | 516,360,652 | 258,476 | 225,667 | 25,529,995 |
| Dennis G. Lopez | 514,645,661 | 1,947,681 | 251,453 | 25,529,995 |
| Shankh Mitra | 516,277,571 | 318,719 | 248,505 | 25,529,995 |
| Ade J. Patton | 516,217,549 | 391,785 | 235,461 | 25,529,995 |
| Diana W. Reid | 515,882,820 | 733,905 | 228,070 | 25,529,995 |
| Sergio D. Rivera | 516,214,375 | 391,186 | 239,234 | 25,529,995 |
| Johnese M. Spisso | 509,086,095 | 7,507,369 | 251,331 | 25,529,995 |
| Kathryn M. Sullivan | 513,860,948 | 2,756,678 | 227,169 | 25,529,995 |
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, 2024:
| For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 514,497,684 | 27,556,841 | 320,265 | 0 |
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 2024 Proxy Statement:
| For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 487,289,120 | 28,659,611 | 896,064 | 25,529,995 |
This proposal was approved at the Annual Meeting.
Proposal #4 — The approval of an amendment to the Amended and Restated Certificate of Incorporation of the Company to limit the liability of certain officers as permitted by Delaware law:
| For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 468,775,832 | 47,673,211 | 395,752 | 25,529,995 |
This proposal was approved at the Annual Meeting.
Proposal #5 — The approval of an amendment to the Amended and Restated Certificate of Incorporation of the Company to increase the number of authorized shares of common stock:
| For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 529,493,225 | 11,979,963 | 901,602 | 0 |
This proposal was approved at the Annual Meeting.
Item 9.01
Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| Exhibit No. | Description of Exhibit |
| --- | --- |
| 3.1 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Welltower Inc. |
| 3.2 | Restated Certificate of Incorporation of Welltower Inc. |
| 104 | Cover page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL document. |
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.
| WELLTOWER INC. | ||
|---|---|---|
| Date: May 24, 2024 | By: | /s/ MATTHEW MCQUEEN |
| Name: Matthew McQueen | ||
| Title: Executive Vice President – General Counsel<br>& Corporate Secretary |
EX-3.1
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
THE AMENDED ANDRESTATED CERTIFICATE OF INCORPORATION
OF
WELLTOWER INC.
Pursuantto Section 242
of the General Corporation Law of the State of Delaware
Welltower Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “GCL”), does hereby certify that:
- The Amended and Restated Certificate of Incorporation of the Corporation (the “Amended and Restated Certificate of Incorporation”) is hereby amended by deleting Article 7 thereof in its entirety and inserting the following in lieu thereof:
“7. Director Liability. A director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the GCL as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director or officer of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.”
- The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting Article 4 thereof in its entirety and inserting the following in lieu thereof:
“4. Authorized Shares. The number of shares that the Corporation is authorized to issue and have outstanding is 1,450,000,000, consisting of 1,400,000,000 shares of common stock with par value of $1.00 per share (hereinafter referred to as the “Common Stock”), and 50,000,000 shares of preferred stock with par value of $1.00 per share (hereinafter referred to as the “Preferred Stock”), which Preferred Stock may be issued in one or more series and shall have the terms and conditions specified in a resolution or resolutions to be adopted by the Board of Directors of the Corporation.”
- The foregoing amendments to the Amended and Restated Certificate of Incorporation of the Corporation were duly adopted in accordance with the provisions of Section 242 of the GCL.
[Signature Page Follows]
IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of this Corporation on this May 23, 2024.
| By: | /s/ Matthew G. McQueen |
|---|---|
| Name: | Matthew G. McQueen |
| Title: | Executive Vice President – General Counsel & Corporate Secretary |
Signature Page to Certificate of Amendment
EX-3.2
Exhibit 3.2
RESTATED CERTIFICATE OF INCORPORATION
OF
WELLTOWER INC.
The present name of the corporation is Welltower Inc. (the “Corporation”). The Corporation was incorporated under the name “WELL Merger Holdco Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on February 15, 2022. This Restated Certificate of Incorporation of the Corporation only restates and integrates and does not further amend the provisions of the Corporation’s Certificate of Incorporation as theretofore amended or supplemented and there is no discrepancy between the provisions of the Certificate of Incorporation as theretofore amended and supplemented and the provisions of this Restated Certificate of Incorporation. This Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware (the “GCL”). The Certificate of Incorporation of the Corporation is hereby integrated and restated to read in its entirety as follows:
1.Name. The name of the Corporation is Welltower Inc.
2.Registered Office and Agent. The address of the Registered Office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at that address is Corporation Service Company.
3.Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the GCL.
4.Authorized Shares. The number of shares that the Corporation is authorized to issue and have outstanding is 1,450,000,000, consisting of 1,400,000,000 shares of common stock with par value of $1.00 per share (hereinafter referred to as the “Common Stock”), and 50,000,000 shares of preferred stock with par value of $1.00 per share (hereinafter referred to as the “Preferred Stock”), which Preferred Stock may be issued in one or more series and shall have the terms and conditions specified in a resolution or resolutions to be adopted by the Board of Directors of the Corporation.
5.Management of Business and Affairs. The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:
| (a) | The business and affairs of the Corporation shall be managed by or under the direction of the Board of<br>Directors. |
|---|---|
| (b) | The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal<br>the By-Laws of the Corporation. |
| --- | --- |
| (c) | The initial Board of Directors shall be composed of nine members, which number may be changed in the manner<br>provided in the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide. |
| --- | --- |
| (d) | In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors<br>are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the statutes of Delaware, this Certificate of Incorporation, and the By-Laws of the Corporation; provided, however, that no By-Law hereafter adopted shall invalidate any prior act of the directors that would have been<br>valid if such By-Law had not been adopted. |
| --- | --- |
6.Compromiseor Arrangement with Creditors or Stockholders. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of the GCL or on or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of the GCL, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned, by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.
7.Director Liability. A director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the GCL as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director or officer of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.
- Any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders. Except as otherwise required by law and subject to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, special meetings of stockholders of the Company may be called only by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors.
* * *
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on this May 23, 2024.
| By: | /s/ Matthew G. McQueen |
|---|---|
| Name: | Matthew G. McQueen |
| Title: | Executive Vice President - General Counsel and Corporate Secretary |