UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 13, 2010
Health Care REIT, Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
1-8923 (Commission File Number) |
34-1096634 (IRS 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
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 (see General Instruction
A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
Effective October 23, 2000, the Securities and Exchange Commission (the “SEC”) adopted new rules
related to insider trading. One of these rules, Rule 10b5-1 of the Securities Exchange Act of 1934,
as amended, provides an exemption to the insider trading rules in the form of an affirmative
defense. Rule 10b5-1 recognizes the creation of formal programs under which executives and other
insiders may sell the securities of publicly traded companies on a regular basis pursuant to
written plans that are entered into at a time when the plan participants are not aware of material
non-public information and that otherwise comply with the requirements of Rule 10b5-1.
On January 28, 2003, the Board of Directors of Health Care REIT, Inc. (the “Company”) adopted a
resolution modifying its insider trading policy to allow insiders to sell securities of the Company
pursuant to pre-arranged trading plans.
On September 13, 2010, George L. Chapman, Chairman, Chief Executive Officer and President of the
Company, entered into a new plan pursuant to which he instructed his broker to sell up to 20,039
shares of the Company’s common stock and exercise options and sell up to 27,105 shares of the
Company’s common stock during the period between September 15, 2010 and January 31, 2011. The
number of shares to be sold under Mr. Chapman’s plan ranges from 7,930 to 17,848 shares per month,
not including any unsold shares that might be carried over from a previous month.
Reports of the details of actual sales under the plan will be filed by Mr. Chapman on Form 4 in
accordance with SEC regulations.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant had
duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| HEALTH CARE REIT, INC. |
||||
| By: | /s/ GEORGE L. CHAPMAN | |||
| George L. Chapman | ||||
| Its: Chairman, Chief Executive Officer and President | ||||
Dated:
September 15, 2010