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 1, 2014

 

 

Health Care REIT, 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 (see General Instruction A.2. below):

¨ 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))

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 1, 2014, the shareholders of Health Care REIT, Inc. (the “Company”) approved an amendment to the Company’s Second Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of common stock from 400,000,000 to 700,000,000. The amendment to the Certificate of Incorporation became effective immediately upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware on May 2, 2014. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of shareholders of the Company (the “Annual Meeting”) was duly called and held on May 1, 2014 in Toledo, Ohio. The voting results for each of the proposals submitted to a vote of the shareholders at the Annual Meeting are as follows:

Proposal #1 — 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  

William C. Ballard, Jr.

     219,435,524         2,833,325         591,788         39,185,632   

Thomas J. DeRosa

     218,905,107         3,379,820         575,710         39,185,632   

Jeffrey H. Donahue

     220,339,855         1,939,983         580,799         39,185,632   

Peter J. Grua

     218,243,932         4,016,272         600,433         39,185,632   

Fred S. Klipsch

     221,568,097         717,608         574,932         39,185,632   

Timothy J. Naughton

     220,893,384         1,379,819         587,434         39,185,632   

Sharon M. Oster

     216,621,308         5,658,938         580,391         39,185,632   

Judith C. Pelham

     219,339,883         2,941,325         579,429         39,185,632   

R. Scott Trumbull

     217,860,782         4,429,538         570,317         39,185,632   

As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on April 14, 2014, George L. Chapman decided not to stand for re-election as a director of the Company at the Annual Meeting.

Proposal #2 — Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year 2014:

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

247,160,255

   13,876,093    1,009,921    0

Proposal #3 — Approval of the compensation of the named executive officers of the Company as disclosed in the proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC:

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

189,133,515

   31,245,396    2,481,726    39,185,632

Proposal #4 — Approval of an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 400,000,000 to 700,000,000 for general corporate purposes:

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

245,726,564

   13,515,037    2,804,668    0

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, 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/ THOMAS J. DEROSA
Name:   Thomas J. DeRosa
Title:   Chief Executive Officer

Dated: May 6, 2014

Exhibit Index

 

3.1    Certificate of Amendment of Second Restated Certificate of Incorporation of the Company.

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 750,000,000, consisting of 700,000,000 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 2nd day of May 2014.

 

By:  

/s/ Erin C. Ibele

Erin C. Ibele
Senior Vice President-Administration and Corporate Secretary