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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 5, 2011
Health Care REIT, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   1-8923   34-1096634
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (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
 
(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 (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))
 
 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders
SIGNATURE
EX-3.1

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Item 5.07 Submission of Matters to a Vote of Security Holders.
     The annual meeting of stockholders of Health Care REIT, Inc. (the “Company”) was duly called and held on May 5, 2011 in Toledo, Ohio. The voting results for each of the proposals submitted to a vote of the stockholders at the annual meeting are as follows:
     Proposal #1 — Election of three directors for a term of three years:
                                 
Nominee   For     Against     Abstentions     Broker Non-Votes  
William C. Ballard, Jr.
    123,102,945       4,536,178       298,019       29,292,978  
Peter J. Grua
    126,104,927       1,558,435       273,780       29,292,978  
R. Scott Trumbull
    125,751,881       1,911,386       273,875       29,292,978  
     Proposal #2 — Approval of the compensation of the named executive officers of the Company (“say-on-pay”) as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the SEC:
             
For   Against   Abstentions   Broker Non-Votes
121,741,438
  5,604,178   591,527   29,292,978
     Proposal #3 — Frequency of the advisory say-on-pay vote:
                 
1 Year   2 Years   3 Years   Abstentions   Broker Non-Votes
107,640,444
  1,107,858   18,721,056   467,784   29,292,978
     Proposal #4 — Approval of an amendment to the Company’s Second Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 225,000,000 to 400,000,000:
             
For   Against   Abstentions   Broker Non-Votes
144,420,286
  9,078,784   731,050   0
     Proposal #5 — Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year 2011:
             
For   Against   Abstentions   Broker Non-Votes
151,775,516
  2,054,284   400,319   0
     In light of the voting results with respect to the frequency of the advisory say-on-pay vote (Proposal #3), the Company’s Board of Directors has determined the Company will hold advisory say-on-pay votes on an annual basis until the next required vote on the frequency of such say-on-pay votes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1   Certificate of Amendment of Second Restated Certificate of Incorporation of the Company.
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.
         
  HEALTH CARE REIT, INC.
  		 
  By:   /s/ GEORGE L. CHAPMAN    
    George L. Chapman   
    Its: Chairman of the Board,
Chief Executive Officer and President  		 
 
Dated: May 10, 2011

 

EXHIBIT 3.1
CERTIFICATE OF AMENDMENT OF
SECOND RESTATED CERTIFICATE OF INCORPORATION
OF
HEALTH CARE REIT, INC.
     Health Care REIT, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
      FIRST: That at a meeting of Board of Directors of the Corporation resolutions were duly adopted setting forth the proposed amendments to the Second Restated Certificate of Incorporation of the Corporation, declaring the amendments to be advisable and calling for the amendments to be submitted for the approval of the Corporation’s stockholders at the annual meeting of stockholders. Section 4 of the Second Restated Certificate of Incorporation of the Corporation shall be amended to read as follows:
The number of shares that the Corporation is authorized to issue and have outstanding is 450,000,000, consisting of 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.
      SECOND: That thereafter, the annual meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendments.
      THIRD: That said amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
      FOURTH: That the capital of the Corporation shall not be reduced under or by reason of said amendments.
      IN WITNESS WHEREOF , the Corporation has caused this certificate to be signed by Erin C. Ibele, Senior Vice President-Administration and Corporate Secretary and an authorized officer of the Corporation, this 5th day of May 2011.
         
     
  By:   /s/ Erin C. Ibele    
    Erin C. Ibele   
    Senior Vice President-Administration
and Corporate Secretary