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): February 7, 2019
Welltower Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-8923 | 34-1096634 | ||
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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| 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) |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 7, 2019, the Board of Directors (the “Board”) of Welltower Inc. (the “Company”) increased the size of the Board from twelve to thirteen members and elected Kathryn Sullivan to the Board. Additionally, on February 7, 2019, Geoffrey G. Meyers and Judith C. Pelham informed the Board of their decisions not to stand for reelection to the Board at the Company’s next annual meeting. Mr. Meyers and Ms. Pelham will continue to serve as directors until the annual meeting, at which point the Board will be reduced in size to eleven members.
Ms. Sullivan will be compensated for her service as director on the same basis as other non-employee directors of the Company. Compensation for the Company’s non-employee directors is described in the Company’s Proxy Statement for its 2018 Annual Meeting of Shareholders as filed with the Securities and Exchange Commission on March 23, 2018 (the “Proxy Statement”). On November 30, 2018 the Board approved increases from the compensation amounts disclosed in the Proxy Statement of $10,000 and $20,000, respectively, in the non-employee director annual cash fee and grant of deferred stock units pursuant to the 2016 Long-Term Incentive Plan.
In connection with her appointment, the Company will enter into an indemnification agreement with Ms. Sullivan. The agreement will be substantially identical to the agreements previously entered into between the Company and its other directors and will generally provide that the Company will, in certain circumstances, indemnify Ms. Sullivan against any and all expenses, judgments, fines, penalties and amounts paid in settlement arising out of her service to the Company. Also, the agreement will provide for the advancement of expenses in connection with a threatened, pending or completed action, suit or proceeding.
Item 7.01 Regulation FD Disclosure.
On February 12, 2019, the Company issued a press release announcing the appointment of Ms. Sullivan to the Board of Directors. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated in this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press release of Welltower Inc. dated February 12, 2019 |
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.
| Date: February 12, 2019 | WELLTOWER INC. | |||||
| By: | /s/ MATTHEW MCQUEEN | |||||
| Name: | Matthew McQueen | |||||
| Title: | Senior Vice President – General Counsel & Corporate Secretary | |||||
Exhibit 99.1
Welltower Announces Addition of Kathryn Sullivan to Board of Directors
TOLEDO, Ohio, Feb 12, 2019 /PRNewswire/ — Welltower Inc (NYSE: WELL) announced today the appointment of Kathryn M. Sullivan, CPA to its Board of Directors. The Company also announced the retirement of Judith Pelham and Geoffrey Meyers from the Board.
“Kathryn is a respected health care executive with an in-depth understanding of the U.S. health system,” said Jeff Donahue, Welltower’s Board Chair. “Her functional depth and breadth of experience with the country’s largest payers will be of tremendous value to our Board.”
Kathryn M. Sullivan joins Welltower’s Board of Directors with a strong record of leadership at multibillion-dollar health insurance companies and over 35 years of financial expertise in highly regulated and matrixed environments. She served as Chief Executive Officer of UnitedHealthcare Employer & Individual, Local Markets from 2015 to 2018 and Chief Executive Officer of UnitedHealthcare, Central Region from 2008 to 2015. Prior to her tenure at UnitedHealthcare, she was Senior Vice President and Chief Financial Officer of the Blue Cross Blue Shield Association. She spent 22 years at Blue Cross and Blue Shield of Louisiana, where she held numerous leadership positions including President and Chief Executive Officer, Executive Vice President, Chief Financial Officer and Chief Operations Officer. Ms. Sullivan holds a bachelor’s degree in business administration cum laude from Northeast Louisiana University and an MBA from Louisiana State University.
“I am very excited to bring my extensive health plan payer expertise to Welltower’s innovative approach to delivering efficient, lower cost sites of care across the health care continuum, particularly in view of the aging of our nation’s population,” said Sullivan. “I am energized by the tremendous opportunity for Welltower and its partners to drive the transformation of care across its national and global platform.”
Judith Pelham and Geoffrey Meyers will retire from the Board of Directors in May, and therefore will not stand for re-election. Ms. Pelham is the President Emeritus of Trinity Health and joined the Welltower Board in 2012. Mr. Meyers formerly served as Chief Financial Officer, Executive Vice President and Treasurer of HCR ManorCare, Inc. and joined the Welltower Board in 2014.
“Judy and Geof leave the Welltower Board with my deep appreciation for their responsible guidance and sound stewardship,” said Tom DeRosa, Welltower CEO. “At the same time, I am delighted to welcome Kathryn whose leadership roles at the largest and most progressive health insurers, as well as her extensive service on both public and private company boards, will be a most valued complement to our diverse and capable group of Directors.”
About Welltower
Welltower Inc. (NYSE: WELL), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. The company invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower ® , a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States, Canada and the United Kingdom, consisting of seniors housing, post-acute communities and outpatient medical properties. More information is available at www.welltower.com.
SOURCE Welltower Inc.
Tim McHugh, Phone: (646) 677-8743