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 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 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 5.07 Submission 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