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
February 5, 2018 (February 1, 2018)
Date of Report (Date of earliest event reported)
HCP, Inc.
(Exact name of registrant as specified in its charter)
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Maryland
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001-08895
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33-0091377
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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1920 Main Street, Suite 1200
Irvine, CA 92614
(Address of principal executive offices) (Zip Code)
(949) 407-0700
(Registrant’s telephone number, including area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) Departure of Directors or Certain Officers
On February 5, 2018, HCP, Inc. (the “Company”) announced that Michael D. McKee will step down from his position as Executive Chairman, effective March 1, 2018, and will retire from the Board of Directors (the “Board”) at the Company’s annual meeting of stockholders on April 26, 2018 (the “Annual Meeting”). Additionally, David B. Henry, previously the Company’s Lead Independent Director, has been appointed to serve as non-executive Chairman.
Item 7.01
Regulation FD Disclosure.
On February 5, 2018, the Company issued a press release as noted in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
The information set forth in this Item 7.01 and the related information in Exhibit 99.1 attached hereto are being furnished to, and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference therein.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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SIGNATURES
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.
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Date: February 5, 2018
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HCP, Inc.
(Registrant)
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By:
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/s/ Troy E. McHenry
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Troy E. McHenry
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Executive Vice President, General Counsel and Corporate Secretary
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EXHIBIT INDEX
HCP Announces Retirement of Executive Chairman Mike McKee
Mr. McKee to step down from his role as Executive Chairman
and retire from HCP’s Board of Directors at the upcoming Annual Meeting
IRVINE, Calif., Feb. 5, 2018 /PRNewswire/ -- HCP, Inc. (NYSE: HCP) announced today that Mike McKee will step down from his role as Executive Chairman, effective March 1, 2018, and retire from the Board of Directors at HCP’s Annual Meeting, which is currently scheduled for April 26, 2018. To help facilitate a smooth transition, Mr. McKee will work with the Company in a consulting capacity until HCP’s Annual Meeting. Additionally, Dave Henry, previously the Lead Independent Director, has been appointed to serve as non-executive Chairman.
Mr. McKee served as HCP’s Executive Chairman since May 2016 and as a member of the Board since 1989. From July 2016 to December 2016, he served as Interim President and Chief Executive Officer. Under his leadership as Executive Chairman, Mr. McKee oversaw the successful spin-off of the HCR ManorCare portfolio, established a new management team and helped shape the Company’s long-term strategic vision.
Tom Herzog, President and CEO of HCP, said, “I would like to thank Mike for his leadership and steady hand as he helped guide the restructuring of the Company. Mike has been a valued partner and I wish him the best.”
“We are grateful for Mike’s extraordinary contributions and leadership to HCP during his almost 30-year tenure as a Director, Chairman of the Board, Interim CEO and Executive Chairman,” said Dave Henry. “On behalf of the Board, executive management team and employees, we would like to give him heartfelt thanks.”
About HCP
HCP, Inc. is a fully integrated real estate investment trust (REIT) that invests primarily in real estate serving the healthcare industry in the United States. HCP owns a large-scale portfolio diversified across multiple sectors, led by senior housing, life science and medical office. Recognized as a global leader in sustainability, HCP has been a publicly-traded company since 1985 and was the first healthcare REIT selected to the S&P 500 index. For more information regarding HCP, visit www.hcpi.com.
Contact
Andrew Johns
Vice President – Finance and Investor Relations
(949) 407-0400
