PROPOSAL NO. 1: ELECTION OF DIRECTORS

Based on the recommendations of our Governance Committee, our Board has nominated the six directors identified on the following pages for election at the Annual Meeting to serve until the 2019 annual meeting of stockholders and until their respective successors are elected and qualified or until their death, resignation or removal. All of the nominees are current directors of the Company. Each agreed to be named in this proxy statement and to serve, if elected.

Michael D. McKee, currently a member of our Board, will be retiring from our Board at the Annual Meeting. In addition, James P. Hoffmann is not being nominated for reelection at the Annual Meeting. We thank them both for their years of service to HCP. As a result of the foregoing, stockholders may vote only with respect to the six director nominees named in this proxy statement.

We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. However, if any nominee is unable or unwilling for good cause to serve, the proxy holders may vote their shares for a substitute nominee or for the balance of our Board, leaving a vacancy, unless our Board chooses to reduce the number of directors serving on our Board.

	Our Board unanimously recommends a vote FOR each of the six director nominees

MAJORITY VOTING FOR DIRECTORS AND DIRECTOR RESIGNATION POLICY

Consistent with corporate governance best practices, our majority voting standard for director elections requires that a director nominee in an uncontested election receive a majority of the votes cast with respect to his or her election at the Annual Meeting (that is, the number of votes cast FOR the nominee must exceed the number of votes cast AGAINST the nominee) to be elected to our Board. Our Board believes that the majority vote standard in uncontested elections strengthens the director nomination process and enhances director accountability.

We also have a director resignation policy in our Bylaws, which requires any nominee who fails to receive a majority of votes cast in an uncontested election to promptly submit his or her resignation. Our Governance Committee would then consider the resignation and make a recommendation to our Board on whether to accept it or whether other action should be taken. Our Board would then act on the resignation, taking into account the Committee’s recommendation, and would publicly disclose its decision, along with the rationale for such decision, within 90 days of certification of the election results. We believe this process provides critical accountability to stockholders.

Table of Contents

DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE

Our Governance Committee has determined that each of our director nominees possesses the qualifications, skills and experience to effectively oversee the Company’s long-term business strategy.

CORE COMPETENCIES
Our Board believes that all directors should possess certain core qualities that ensure their fitness to lead the Company, as described below.

STRATEGIC OVERSIGHT experience is essential to guiding our long-term business strategy.

STOCKHOLDER ADVOCACY supports our goals of strong Board and management accountability and protection of stockholders’ interests.

LEADERSHIP experience is important for driving positive change and developing leadership qualities in others.

INTEGRITY AND ETHICS are paramount for ensuring the sound operation of the Company.

Strategic Oversight		Stockholder Advocacy		Leadership		Integrity and Ethics
6		6		6		6

ADDITIONAL QUALIFICATIONS
In addition to the core competencies noted above, our Board believes that the Company will be best served by directors with a wide array of talents and perspectives to drive innovation, promote critical thinking and enhance discussion. Each of the following additional qualifications meaningfully adds to our Board’s depth.

RISK OVERSIGHT/MANAGEMENT experience is critical to our Board’s role in overseeing the risks facing the Company.

REIT/REAL ESTATE EXPERIENCE is helpful for understanding the Company’s strengths and challenges specific to the real estate investment trust (“REIT”) and real estate industries.

PUBLIC COMPANY EXECUTIVE experience supports our management team through relevant advice and leadership.

PUBLIC COMPANY BOARD/COMMITTEE experience provides essential comparison points for operations and governance.

FINANCIAL EXPERTISE/LITERACY is valuable in understanding and overseeing our financial reporting and internal controls.

LEGAL/REGULATORY experience is relevant for ensuring oversight of management’s compliance with U.S. Securities and Exchange Commission (“SEC”), New York Stock Exchange (“NYSE”) and other regulatory requirements.

HEALTHCARE INDUSTRY experience is important for understanding the Company’s strengths and challenges specific to the healthcare industry.

INVESTMENT EXPERTISE is important in evaluating our assets and portfolio as a whole.

Risk Oversight/ Management		REIT/Real Estate Experience		Public Company Executive		Public Company Board/Committee		Financial Expertise/Literacy		Legal/ Regulatory		Healthcare Industry		Investment Expertise
6		5		5		6		6		3		2		6

NEW

In early 2018, our Board engaged an independent professional search firm to assist in identifying and evaluating diverse director candidates. Our Governance Committee considers diversity in gender, age, ethnicity, national origin, and professional and personal experience when reviewing potential director nominees, and strives to create diversity in perspective on the Board as a whole, when identifying and selecting nominees. We look forward to adding new perspectives and skills to our Board.

14

HCP, INC.

---

Table of Contents

PROPOSAL NO. 1: ELECTION OF DIRECTORS

DIRECTOR NOMINEES

		THOMAS M. HERZOG Age: 55 Director Since: 2017 President and CEO, Director				DAVID B. HENRY Age: 69 Director Since: 2004 Independent Chairman of the Board
HCP Committees:		None		HCP Committees:		● Compensation ● Governance (Chair)
QUALIFICATIONS Mr. Herzog brings to our Board key executive experience in the REIT industry, with vast leadership experience as a senior executive at two other publicly held REITs. His knowledge of the Company’s daily operations as our President and Chief Executive Officer and former Chief Financial Officer, an extensive background in corporate finance, accounting and financial reporting, leadership ability and an industry-wide perspective all contribute to the leadership, implementation and execution of our business strategy.				QUALIFICATIONS Mr. Henry’s substantial real estate investment experience gained from his management of real estate investments for significant public companies for more than 30 years, most recently as the former CEO and vice chairman of a publicly traded REIT, provides our Board with a comprehensive understanding of the REIT industry and valuable insight as our independent Chairman, Chair of our Governance Committee and a member of our Compensation Committee.
PROFESSIONAL EXPERIENCE ● HCP’s President and Chief Executive Officer and a member of the Board since January 2017. Executive Vice President and Chief Financial Officer from June 2016 to December 2016. Chief Financial Officer from April 2009 to May 2011. ● Chief Financial Officer of UDR, Inc. (NYSE: UDR), a multifamily REIT, from January 2013 to June 2016. ● Chief Financial Officer at Apartment Investment and Management Company (NYSE: AIV), a multifamily REIT, from 2005 to 2009 and Chief Accounting Officer from 2004 to 2005. ● Chief Accounting Officer & Global Controller and Finance Technical Advisor roles for GE Real Estate from 2000 to 2004. ● Deloitte & Touche LLP audit department for 10 years, including a 2-year national office assignment in the real estate group.				PROFESSIONAL EXPERIENCE ● Chief Executive Officer of Kimco Realty Corporation (NYSE: KIM), a REIT, from November 2009 and Vice Chairman from May 2001, until his retirement from both positions in January 2016. President from November 2008 to August 2014. ● Senior Vice President and Chief Investment Officer of GE Capital Real Estate and Chairman of GE Capital Investment Advisors from 1978 to 2001. ● Director of Fairfield County Bank, a private Connecticut mutual savings bank, and Starwood Real Estate Income Trust, a non-traded REIT. ● Serves on the real estate advisory boards of Baruch College, Alto Real Estate Funds and Shift Capital. ● Co-founder and director of Peaceable Street Capital, a private specialty finance company. ● Former Vice-Chairman of the Board of Governors, National Association of Real Estate Investment Trusts (NAREIT). ● Former member of the Executive Board of the Real Estate Roundtable. ● Former Trustee and Chairman of International Council of Shopping Centers (ICSC).
OTHER CURRENT PUBLIC COMPANY BOARDS ● Tier REIT, Inc. (NYSE: TIER)				OTHER CURRENT PUBLIC COMPANY BOARDS ● Tanger Factory Outlet Centers, Inc. (NYSE: SKT) ● Columbia Property Trust (NYSE: CXP) ● VEREIT, Inc. (NYSE: VER)

Table of Contents

PROPOSAL NO. 1: ELECTION OF DIRECTORS

		BRIAN G. CARTWRIGHT Age: 70 Director Since: 2013 Independent Director				CHRISTINE N. GARVEY Age: 72 Director Since: 2007 Independent Director
HCP Committees:		● Audit (Chair) ● Finance		HCP Committees:		● Audit ● Compensation (Chair) ● Governance
QUALIFICATIONS Mr. Cartwright brings to our Board unparalleled and distinguished corporate governance, regulatory and legal experience, having previously served as General Counsel for the SEC. His legal background and experience managing a large professional services firm provides our Board with considerable expertise regarding comprehensive issues faced by public companies. Additionally, Mr. Cartwright has extensive experience with accounting and auditing issues from his time with Latham & Watkins LLP and at the SEC, which he draws upon in his role as Chair of our Audit Committee. He also serves as a member of our Finance Committee.				QUALIFICATIONS Ms. Garvey brings to our Board significant operational expertise and a global business approach from her extensive executive real estate background. She also offers a valuable perspective gained through her service as a director and audit committee member of other NYSE-listed companies, which provides strategic insight in her role as Chair of our Compensation Committee and a member of our Audit and Governance Committees.
PROFESSIONAL EXPERIENCE ● General Counsel of the U.S. Securities and Exchange Commission from 2006 to 2009. ● Senior Advisor at Patomak Global Partners, LLC, a regulatory consulting firm, since 2012. ● Senior Advisor at the law firm of Latham & Watkins LLP from 2009 to 2011. Partner, serving in various senior management positions, including as a member of its Executive Committee from 1988 to 2005. ● Law clerk to Associate Justice Sandra Day O’Connor, United States Supreme Court from 1981 to 1982. ● Member of the Board of Trustees of the Pacific Legal Foundation, a nonprofit provider of legal services, since 2012.				PROFESSIONAL EXPERIENCE ● Global Head of Corporate Real Estate Services at Deutsche Bank AG from 2001 to 2004. ● Vice President, Worldwide Real Estate and Workplace Resources at Cisco Systems, Inc. from 1999 to 2001. ● Group Executive Vice President at Bank of America from 1992 to 1998. ● Director of UnionBanCal Corporation since October 2007. ● Former Director at ProLogis, Inc. (NYSE: PLD), a REIT, and was a member of the Board of Trustees and the Board of Directors, respectively, of its predecessors, ProLogis (2005 to 2017) and Catellus Development Corporation (1995 to 2005). ● Former Director at MPG Office Trust, Inc., an office building REIT, from 2008 to 2013. ● Former Director at Hilton Hotels Corporation (NYSE: HLT), from 2005 to 2007.
OTHER CURRENT PUBLIC COMPANY BOARDS ● Investment Technology Group (NYSE: ITG)				OTHER CURRENT PUBLIC COMPANY BOARDS ● Toll Brothers, Inc. (NYSE: TOL)

16

HCP, INC.

---

Table of Contents

PROPOSAL NO. 1: ELECTION OF DIRECTORS

		PETER L. RHEIN Age: 76 Director Since: 1985 Independent Director				JOSEPH P. SULLIVAN Age: 75 Director Since: 2004 Independent Director
HCP Committees:		● Audit ● Compensation		HCP Committees:		● Compensation ● Finance (Chair)
QUALIFICATIONS Mr. Rhein brings to our Board substantial real estate investment and development experience, and his current and prior service on the board of directors of other public companies offers valuable insight in his role as a member of our Audit and Compensation Committees. Having served on our Board since our initial public offering, his tenure provides a seasoned perspective to our Board, as well as an incomparable understanding of our history and culture.				QUALIFICATIONS Mr. Sullivan’s executive experience combined with his extensive background in investment banking and the healthcare industry provides our Board with significant expertise relevant to HCP’s business. Additionally, this experience provides valuable insight in his role as the Chair of our Finance Committee and a member of our Compensation Committee, as well as his service on the Pricing Committee during capital market transactions.
PROFESSIONAL EXPERIENCE ● Partner of Sarlot and Rhein, a real estate investment partnership, since 1967. ● Member of the Management Committee of BBC Properties, LLC, a real estate investment and development company, since 2001. ● Served in various capacities at Wells Fargo Realty Advisors and its affiliates, from 1970 to 1984. ● Certified public accountant. ● Former Director and Chair of the Audit Committee of Oasis Residential, Inc., a publicly traded REIT, from 1993 to 1998.				PROFESSIONAL EXPERIENCE ● Chairman Emeritus of the Board of Advisors of RAND Health since 2012 and Chairman from 2001 to 2012. ● Board of Advisors of the UCLA Medical Center since 1995. ● Chairman of the Board and Chief Executive Officer of Protocare, Inc., a healthcare clinical trials and consulting organization, from 2000 to 2003. ● Chairman of the Board, Chief Executive Officer and President of American Health Properties, Inc. from 1993 to 1999, when it was acquired by HCP. ● 20 years of investment banking experience with Goldman Sachs. ● Director at The Jazz Bakery, a nonprofit organization. ● Director at the University of Minnesota Law School. ● Former Director at Amylin Pharmaceuticals, Inc. (NASDAQ: AMLN) from 2003 until 2012. ● Former Director at CIGNA Corporation (NYSE: CI) from 2010 to 2015. ● Former Director at Covenant Care, Inc., a provider of long-term care services, from 2000 until 2006. ● Former Director at MPG Office Trust, Inc., an office building REIT, from 2009 to 2013.
OTHER CURRENT PUBLIC COMPANY BOARDS ● Cohen & Steers, Inc. (NYSE: CNS)				OTHER CURRENT PUBLIC COMPANY BOARDS ● None

Table of Contents

BOARD EVALUATIONS AND REFRESHMENT

Our Board conducts an annual self-assessment aimed at enhancing its effectiveness. Through evaluation, our directors review areas where they feel our Board functions effectively and, importantly, areas where our Board believes there are opportunities for improvement, including through Board refreshment. Evaluation topics include, among other things, our Board’s composition and structure, responsibilities, processes, effectiveness and interaction with management.

2018 BOARD SELF-EVALUATION PROCESS

Identify discussion topics Our independent Chairman works with our General Counsel to identify relevant topics for discussion, which evolve from year-to-year. The topics incorporate feedback from investors and changes in corporate governance best practices.	01
			02	Independent consultants In 2018, our independent Directors engaged two independent consultants to review and evaluate certain aspects of our Board’s structure. Among other things, the consultants engaged with investors and interviewed our directors and management team to better assess our Board’s composition.
Private sessions of Independent Directors The independent consultants reported their findings in an in-person executive session of the Independent Directors. Closed session discussions of the results of our Board self-evaluations are organized and facilitated by our independent Chairman.		03
			04	One-on-one discussions Our independent Chairman, who is also the Chair of our Governance Committee, conducts one-on-one discussions with each director using the identified evaluation topics as guidelines. These candid conversations allow for direct and honest feedback on any aspect of our Board’s operations.
Committee discussions The Chair of each committee leads a committee self-evaluation by conducting one-on-one discussions with each committee member, as well as a full committee discussion of performance. Each committee Chair reports the self-evaluation results to our Chairman.		05
			06	Reporting Our independent Chairman presents the results of the evaluations to the full Board.
Follow up Policies, practices and the composition of our Board and its committees are modified, as determined appropriate, based on the evaluation findings. Specific action items for 2018 included appointing an independent Chairman of the Board and hiring an independent search firm to begin a search for director candidates with diverse backgrounds and experiences.		07
			08	Ongoing Our directors are encouraged to convey feedback to our independent Chairman throughout the year. Good governance and monitoring is an ongoing process.

Table of Contents

PROPOSAL NO. 1: ELECTION OF DIRECTORS

DIRECTOR SELECTION

IDENTIFYING AND EVALUATING DIRECTOR NOMINEE CANDIDATES

Our Governance Committee considers a variety of factors when reviewing potential nominees for our Board, including:

Our Governance Committee considers potential director nominees recommended by various sources, including Board members, stockholders and senior management. The Committee may also hire a search firm. The Chair of the Committee, or a member designated by the Chair, is responsible for overseeing the search and interview process. The Committee will provide progress updates to our Board and will meet to consider and recommend final director candidates to the entire Board. Our Board then determines, taking into account the recommendation of the Committee, which candidates to nominate or elect to fill a vacancy.

In addition to the criteria noted above, our Governance Committee considers diversity in gender, age, ethnicity, national origin, and professional and personal experience when reviewing potential director nominees, and strives to create diversity in perspective on our Board as a whole, when identifying and selecting nominees. On an annual basis, as part of our Board’s self-evaluation, our Board assesses whether its diversity, which it views as a critical component to its effectiveness, is appropriate.		DIVERSITY
NEW	In early 2018, our Board engaged an independent professional search firm to assist in identifying and evaluating diverse director candidates. We look forward to adding new perspectives and skills to our Board.

NOMINEE INDEPENDENCE CONSIDERATIONS

Our Board has determined that all non-employee director nominees are independent according to NYSE listing standards and our Corporate Governance Guidelines. For a director to be considered independent under NYSE rules, the director must satisfy certain definitive tests, and our Board must affirmatively determine that the director has no direct or indirect material relationship with us. Our Board annually evaluates the independence of each non-employee director by considering any matters that could affect the director’s ability to exercise independent judgment in carrying out the responsibilities of a director, including any transactions or relationships between the director, members of his or her family and organizations with which that director or family members have an affiliation, on the one hand, and us, our subsidiaries and management, on the other hand.

Table of Contents

Based upon its most recent review, our Board has affirmatively determined that each of Ms. Garvey and Messrs. Cartwright, Henry, Hoffmann, Rhein and Sullivan is independent under the rules of the NYSE. We refer to these directors as the “Independent Directors.” Our only non-independent director nominee is our President and CEO, Tom Herzog. In addition, our Board determined that Mr. McKee was not independent under the rules of the NYSE during his service on our Board in 2017 due to his employment as our Executive Chairman.

In making its director independence determinations, our Board considered Mr. Rhein’s service as a non-employee director of Cohen & Steers, Inc., whose wholly owned subsidiary, Cohen & Steers Capital Management, Inc. (“CSCM”), manages mutual funds that in the aggregate owned approximately 3.72% of our common stock as of December 31, 2017. Our Board affirmatively determined that, because of the indirect nature of Mr. Rhein’s relationship with CSCM and because he does not participate in the management or investment decisions of CSCM, he does not have a material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company).

STOCKHOLDER RECOMMENDATIONS AND NOMINATIONS

Our Governance Committee will consider director candidates properly recommended by stockholders in the same manner as recommendations received from other sources. Stockholder recommendations must be submitted in writing to the Chair of our Governance Committee, c/o HCP, Inc., 1920 Main Street, Suite 1200, Irvine, California 92614, together with the proposed candidate’s name, address, age, appropriate biographical information, descriptions of the candidate’s qualifications and the relationship, if any, to the recommending stockholder, together with any other information about the stockholder and the candidate that would otherwise be required pursuant to our Bylaws if the stockholder was nominating the candidate for election to our Board at an annual meeting of stockholders. Stockholders who would like to recommend a candidate for consideration by our Board in connection with the next annual meeting of stockholders should submit their written recommendation no later than January 1 of the year of the annual meeting. In addition, our Bylaws permit stockholders to nominate director candidates for election to our Board at an annual meeting of stockholders, including through the use of our proxy access option described below. For a description of the process for nominating directors in accordance with our Bylaws, see “Other Matters—2019 Stockholder Proposals and Director Nominations.”

PROXY ACCESS

Our Board has implemented a proxy access provision in our Bylaws, which permits a stockholder or group of up to 25 stockholders, owning at least 3% of our shares continuously for three years, to nominate up to the greater of two directors or a number constituting up to 20% of our Board for inclusion in our proxy materials, subject to complying with the requirements contained in our Bylaws. For more information on using proxy access to nominate directors, see “Other Matters—2019 Stockholder Proposals and Director Nominations.”

A stockholder or group of up to 25 STOCKHOLDERS	Owning at least 3% OF OUR SHARES	Continuously for 3 YEARS	May nominate the greater of 2 NOMINEES OR 20% OF OUR BOARD

Table of Contents

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

BOARD ROLES AND RESPONSIBILITIES

ACTIVE AND ENGAGED BOARD

Our Board’s primary responsibility is to oversee the long-term health and success of our business on behalf of stockholders. In order to effectively carry out that duty to stockholders, our Board commits a substantial amount of time and attention throughout the year to the most significant aspects of our business. Directors are expected to, and do, ask difficult questions of management.

BOARD AND STOCKHOLDER MEETING ATTENDANCE

Our policy is that directors should make every effort to attend all meetings of our Board and the annual meeting of stockholders, as well as all meetings of Board committees for which they are members. Our directors are committed to their responsibilities, as demonstrated by the average director attendance at Board and committee meetings in 2017 of 95%. No director attended less than 75% of the aggregate number of meetings of our Board and the committees on which the director served in 2017. All of our Board members attended the 2017 annual meeting of stockholders.

2017 BOARD AND COMMITTEE MEETING ATTENDANCE		2017 ANNUAL STOCKHOLDER MEETING ATTENDANCE

DIRECTOR ONBOARDING AND CONTINUING EDUCATION

When a new director joins our Board, management and the existing Board members provide an orientation to familiarize the new director with the Company’s business, policies and procedures. This typically includes providing the new director with background material on the Company, its business plan and risk profile, as well as establishing meetings between the new director and senior management.

We also encourage directors to attend director education programs relating to board responsibilities, corporate governance or substantive matters relevant to the Company. We provide a list of upcoming educational programs and conferences to our directors every quarter and reimburse all fees, costs and expenses of attendance.

Table of Contents

RISK OVERSIGHT

Our Board believes that effective risk management involves our entire corporate governance framework. Both management and the Board have key responsibilities in managing risk throughout the Company, as shown below. Oversight of risks inherent in their respective areas of oversight are delegated to the various Board committees, with each committee reporting to our Board at each regular Board meeting. Our Board believes that this structure is conducive to its risk oversight process.

Risk Oversight Responsibilities

RISK AREAS ● Strategic ● Reputational ● Financial ● Legal, regulatory and compliance ● Operational ● Financial reporting and internal control ● Information systems and cybersecurity

BOARD RESPONSIBILITIES

● Overall oversight of the risk management process ● Development of business strategy and major resource allocation ● Leadership of management succession planning ● Business conduct and compliance oversight ● Receives regular reports from Board committees on specific risk oversight responsibilities

AUDIT COMMITTEE

COMPENSATION COMMITTEE

GOVERNANCE COMMITTEE

FINANCE COMMITTEE

● Oversight of enterprise risk management activities ● Oversight of the staffing and performance of internal audit function ● Oversight of integrity of financial statements and internal control over financial reporting ● Responsible for the appointment, compensation and oversight of independent registered public accounting firm

● Oversight of compensation-related risks and overall philosophy, as further described under “Compensation Policies and Practices — Compensation Risk Assessment” in our Compensation Discussion and Analysis (“CD&A”) below

● Overall corporate governance leadership ● Provides recommendations regarding Board and Committee composition ● Oversight of regulatory compliance and corporate governance initiatives

● Overall oversight of finance requirements, plans and strategies ● Reviews proposed currency swaps and hedging transactions

MANAGEMENT RESPONSIBILITIES

● Identify material risks ● Implement appropriate risk management strategies ● Integrate risk management into our decision making process ● Ensure that information with respect to material risks is transmitted to senior executives and our Board

22

HCP, INC.

---

Table of Contents

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

ENVIRONMENTAL, SOCIAL AND GOVERNANCE INITIATIVES

Our Board believes that integrating ESG initiatives into our strategic business objectives is critical to our long-term success. Through our integrated and ongoing approach to sustainability, we seek to drive positive change and create value for our stakeholders.

Integrated Approach to ESG

●	Our Sustainability Committee consists of employees across functional areas and from nearly all professional levels, and is chaired by Thomas M. Klaritch, our Chief Operating Officer. The Committee meets periodically to review, implement and oversee sustainability initiatives.
●	Our Social Responsibility Committee is responsible for our philanthropic and charitable activities.
●	Our Board receives quarterly and periodic sustainability updates regarding strategy, goals, performance metrics, green projects, initiatives and related results.
●	Our Governance Committee ensures we adhere to corporate governance best practices.

Informed by internal assessments and stakeholder engagement, we prioritize the ESG initiatives that we believe matter most to our business and stakeholders, keeping in mind our operational level of control with respect to our properties. Our areas of focus include the following:

We are consistently recognized and awarded for our ESG initiatives and disclosure. See “Proxy Summary—Sustainability Highlights” for a summary of our most recent accolades.

To learn more about our ESG efforts, please view our Sustainability Report at www.hcpi.com/sustainability .

2018 PROXY STATEMENT

23

---

Table of Contents

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

STOCKHOLDER OUTREACH AND COMMUNICATIONS WITH THE BOARD

We engage in proactive outreach to discuss governance and compensation topics of interest to our stockholders. We believe that ongoing dialogue with our stockholders is a critical component of responsive and transparent corporate governance. Stockholder feedback has been instrumental in structuring our executive compensation program, as well as enhancing our corporate governance practices. The following graphic illustrates our annual cycle of stockholder outreach:

2017 Stockholder Engagement

In 2017, we recognized a need to engage with our stockholders on topics of particular interest. We quickly mobilized our senior management team on a stockholder outreach program. The following is a summary of our outreach efforts and results:

Outreach				Focus Areas
● Six non-deal roadshows with 36 investor meetings ● Seven investor conferences ● Eight group lunches/dinners with ~60 investor attendees ● Property tours with ~40 investors and analysts ● Three fixed income investor group meetings with ~90 attendees			● Our repositioning strategy and transactions ● Addition of several new executive management team members ● Governance matters such as Board diversity, evaluations and refreshment ● Challenges in our senior housing segment

Key Takeaways:

● Investors value transparency to explain our repositioning transactions and the related impact on earnings ● Investors are encouraged by the proactive steps we have taken to improve senior housing performance ● Investors are optimistic about the potential of our new senior leadership team

Communications with the Board

Stockholders or other interested parties who wish to contact members of our Board, the Chairman of the Board, any Board committee, or our Independent Directors as a group may send written correspondence to our Corporate Secretary at HCP, Inc., 1920 Main Street, Suite 1200, Irvine, California 92614. The name of any specific intended Board recipients (such as our Chairman or Independent Directors) should be clearly noted in the communication. Stockholders should provide proof of share ownership and appropriate contact information in all correspondence. All communications will be received, processed and then directed to the appropriate member(s) of our Board, other than, at our Board’s request, certain items unrelated to our Board’s duties, such as spam, junk mail, solicitations, employment inquires and similar items. This centralized process assists our Board in reviewing and responding to stockholder and interested party communications in a more efficient manner.

24

HCP, INC.

---

Table of Contents

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

MANAGEMENT SUCCESSION PLANNING

Our Board is responsible for ensuring that we have a high-performing management team in place. Our Board, with the assistance of our Compensation Committee, reviews management development and succession planning activities to ensure that top management positions, including the CEO position, can be filled without undue interruption. High-potential leaders are given exposure and visibility to Board members through formal presentations at Board and committee meetings as well as through informal events, such as dinners, lunches and site visits.

NEW

In early 2018, our Board indicated that it intends to expand its focus to include a review of the Company’s overall workforce, including diversity, recruiting and talent development programs, which our Board believes are critical to the Company’s organizational health. We look forward to engaging with our Board on these topics.

BOARD LEADERSHIP STRUCTURE

David B. Henry, previously our Lead Independent Director, was appointed to serve as our non-executive, independent Chairman of the Board in February 2018 in connection with Mr. McKee stepping down as Executive Chairman and as a member of our Board at the Annual Meeting.

Our Chairman actively manages our Board by:

●	Presiding at all meetings of our Board
●	Establishing the agenda for each Board meeting in consultation with our management team
●	Calling and presiding at executive sessions of the non-employee directors
●	Engaging with management on topics discussed in executive session as needed

The Independent Directors hold regular executive sessions to provide an opportunity to discuss matters without Company management present. These executive sessions allow for candid conversations and promote the independence of our Board from management. Executive sessions often follow regularly scheduled Board and committee meetings, but are also sometimes held independently of regular Board and committee meetings. Any Independent Director may call an executive session.

2018 PROXY STATEMENT

25

---

Table of Contents

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

 

COMMITTEES OF THE BOARD

Our Board has a standing Audit Committee, Compensation Committee and Governance Committee, each of which has a written charter, available on our website at www.hcpi.com/charters . In May 2016, our Board established a standing Finance Committee to review HCP’s financing requirements, plans and strategies and recommend to our Board any material changes to HCP’s capital structure.

As a corporate governance best practice, our Governance Committee annually considers the composition of our standing Board committees to ensure an appropriate balance of workloads and a diversity of perspectives. The table below shows the current membership of the committees of our Board and the number of meetings held by each in 2017. Mr. Hoffmann will no longer serve on the Audit, Governance and Finance committees, effective immediately prior to the Annual Meeting. Mr. Herzog does not serve on any of the below committees.

Committee Membership		Audit		Compensation		Governance		Finance
David B. Henry						Chair
Brian G. Cartwright		Chair
Christine N. Garvey				Chair
James P. Hoffmann
Peter L. Rhein
Joseph P. Sullivan								Chair
Total Meetings in 2017		5		6		3		4

Below is a summary of the composition and responsibilities of each of our Audit, Compensation, Governance and Finance Committees.

Audit Committee
RESPONSIBILITIES:			2017 HIGHLIGHTS:		MEMBERS:
● Oversee independent auditor ● Oversee the internal audit function ● Review independence, performance and quality control procedures of independent auditor ● Oversee financial statement and internal control integrity and process ● Plan annual audit with management, independent auditor and internal audit team ● Review with independent auditor any issues encountered during annual audit ● Pre-approve audit and non-audit services to be provided by the independent auditor ● Oversee legal and regulatory compliance and enterprise risk management activities ● Review strategy for use of swaps or derivative instruments for hedging risks ● Review quarterly and annual financial statements and related disclosures ● Review material related person transactions			Adopted written Related Person Transactions Policy Assessed cybersecurity risk management plan Reviewed portfolio life safety risk management and coverage Oversaw use of non-GAAP financial measures and other accounting policies		Brian G. Cartwright, Chair Christine N. Garvey James P. Hoffmann Peter L. Rhein INDEPENDENT: All NYSE/SEC QUALIFIED: All FINANCIAL EXPERTS: All

26

HCP, INC.

---

Table of Contents

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Compensation Committee
RESPONSIBILITIES:			2017 HIGHLIGHTS:		MEMBERS:
● Determine executive officer compensation ● Approve corporate goals and objectives for executive compensation ● Evaluate executive officer performance annually in connection with compensation decisions ● Review director compensation and recommend changes to our Board ● Periodically review all annual cash incentive, equity incentive, deferred compensation and change-in-control plans ● Assess risks related to compensation arrangements ● Consider results of stockholder advisory vote on executive compensation ● Review and discuss with management the CD&A and recommend to our Board whether it be included in the annual proxy statement ● Review and approve independent compensation consultant engagement			Made 2016 compensation determinations based on approved 2016 compensation plans Established 2017 executive compensation plans Approved compensation of new and promoted management team members Reviewed peer STIP and LTIP plans in preparation for establishing 2018 executive compensation Adopted 1-year minimum vesting requirement for equity awards		Christine N. Garvey, Chair David B. Henry Peter L. Rhein Joseph P. Sullivan INDEPENDENT: All
Governance Committee
RESPONSIBILITIES:			2017 HIGHLIGHTS:		MEMBERS:
● Identify qualified candidates as potential Board members ● Recommend candidates for election at annual stockholder meeting and to fill Board vacancies ● Oversee annual Board and committee evaluation process ● Review performance of each director at least annually and assess continued suitability as a director when he or she has a change in job responsibilities ● Develop and oversee corporate governance guidelines applicable to our Board ● Oversee corporate governance matters ● Review Code of Business Conduct and Ethics and the enforcement procedures in place at least annually			Recommended opting out of MUTA provisions allowing staggered board without stockholder approval Recommended adopting majority vote standard for stockholder bylaw amendments Amended Governance Committee charter to reflect commitment to Board diversity Recommended updates to the Company's Insider Trading Policy		David B. Henry, Chair Christine N. Garvey James P. Hoffmann INDEPENDENT: All
Finance Committee
RESPONSIBILITIES:			2017 HIGHLIGHTS:		MEMBERS:
● Review our financing requirements, plans and strategies ● Review and recommend to our Board any material changes to our capital structure, including credit facilities, equity, debt and other financings, and related principal banking relationships			Conducted review of corporate strategy Reviewed terms of new credit facility Advised on debt financings and repurchases		Joseph P. Sullivan, Chair Brian G. Cartwright James P. Hoffmann INDEPENDENT: All

2018 PROXY STATEMENT

27

---

Table of Contents

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

CORPORATE GOVERNANCE AND POLICIES

CORPORATE GOVERNANCE GUIDELINES		Our Board has adopted Corporate Governance Guidelines with respect to, among other things, Board composition, Board meetings, our Board’s standing committees, stockholder communications with our Board, expectations for directors, succession planning, and Board and committee self-evaluations.
CODES OF BUSINESS CONDUCT AND ETHICS		Our Board has adopted a Code of Business Conduct and Ethics (“Code of Conduct”) that applies to all of our directors, officers and employees and a Vendor Code of Business Conduct and Ethics (“Vendor Code”) applicable to our vendors and business partners. The Vendor Code represents an integral part of our commitment to the highest ethical standards, ensuring that our employees and vendors work collectively to uphold those standards. We provide annual training to all of our employees, with 100% participation, regarding both codes of conduct. The Code of Conduct addresses, among other things, conflicts of interest, corporate opportunities, confidential information, competition and fair dealing, including relationships with customers and suppliers, gifts, protection of Company assets and compliance with laws. The Code of Conduct also serves as the code of ethics required under applicable SEC rules for our senior financial officers. Waivers from, and amendments to, our Code of Conduct that apply to our directors and executive officers, will be timely posted on our website at www.hcpi.com/ethics to the extent required by applicable SEC and NYSE rules. There were no such waivers in 2017.
WHISTLEBLOWER HOTLINE		Our directors, officers, employees, vendors and business partners are informed of, and encouraged to report violations of our codes of conduct through, our secure whistleblower hotline. The whistleblower hotline is operated by an independent service provider and is available for the anonymous submission of complaints regarding accounting, internal controls, auditing matters or other concerns regarding the conduct of HCP’s employees, representatives or business partners.
RELATED PERSON TRANSACTIONS POLICIES AND PROCEDURES		Our General Counsel screens potential related person transactions for materiality and then provides them to the Audit Committee for review, as appropriate. For this purpose, “related person transactions” are generally defined under applicable SEC rules as any transaction or series of transactions in which we are a participant, the amount involved exceeds $120,000 and any of our directors, director nominees, executives officers, 5% or greater stockholders or any of their respective immediate family members has a direct or indirect material interest. Pursuant to our Audit Committee Charter and our Related Person Transactions Policy, any related person transactions brought to the Audit Committee’s attention, which could reasonably be expected to have a material impact on our financial statements, must be discussed among the Committee, management and HCP’s independent auditor. In determining whether to approve or reject a related person transaction, the Committee takes into account, among other factors it deems appropriate, whether the proposed transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, as well as the extent of the related person’s economic interest in the transaction. There were no related person transactions identified for 2017.

WHERE TO FIND OUR CORPORATE GOVERNANCE DOCUMENTS
We encourage you to view our corporate governance materials on our website, www.hcpi.com , under the links provided below.
● Board Committee Charters www.hcpi.com/charters ● Corporate Governance Guidelines www.hcpi.com/cgguidelines	● Code of Business Conduct and Ethics www.hcpi.com/codeofconduct ● Vendor Code of Business Conduct and Ethics www.hcpi.com/vendorcode

28 HCP, INC.

---

Table of Contents