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
 
April 30, 2018
Date of Report (Date of earliest event reported)
 
 
HCP, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
Maryland
 
001-08895
 
33-0091377
(State of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)
 
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:
 
☐

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))
 
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.
(b)    Departure of Directors or Certain Officers
As previously disclosed, effective April 26, 2018, Michael D. McKee retired from the Board of Directors (the “Board”) of HCP, Inc., a Maryland corporation (the “Company”), and effective April 30, 2018, James P. Hoffmann resigned as a member of the Board.
(d)    Election of Directors
On May 1, 2018, the Board appointed R. Kent Griffin, Jr. and Lydia H. Kennard to serve as directors of the Board until the Company’s next annual meeting of stockholders and until his or her successor is duly elected and qualified. The Board determined that both Mr. Griffin and Ms. Kennard qualify as independent directors under the New York Stock Exchange listing standards and the applicable requirements of the Securities and Exchange Commission (the “SEC”). Mr. Griffin was appointed to the Audit and Investment and Finance Committees of the Board. Ms. Kennard was appointed to the Audit and Compensation and Human Capital Committees of the Board.
In connection with their appointments to the Board, Mr. Griffin and Ms. Kennard will each receive a grant of restricted stock units with a grant date fair market value of approximately $150,000 on May 3, 2018 (the “Grant Date”). The restricted stock units are subject to the terms of our 2014 Performance Incentive Plan and will vest in full on the earlier of the anniversary of the Grant Date or the Company’s next annual meeting of stockholders. Additionally, Mr. Griffin and Ms. Kennard are expected to enter into the Company’s standard form of Director’s Indemnification Agreement (incorporated herein by reference to Exhibit 10.21 to the Company’s Form 10-K filed with the SEC on February 12, 2008) and will participate in the compensation and benefits program for non-employee directors as described in the Company’s Definitive Proxy Statement filed with the SEC on March 16, 2018.
Other than the director compensation arrangements described above, there is no arrangement or understanding between Mr. Griffin and Ms. Kennard and any other persons pursuant to which he or she was selected as a director of the Company. Furthermore, the Company has not been since the beginning of the last fiscal year, and is not currently proposed to be, a participant in any related party transaction with either Mr. Griffin or Ms. Kennard within the meaning of Item 404(a) of Regulation S-K.
Additionally, Brian G. Cartwright has been appointed to serve as Chairman of the Board until the Company’s next annual meeting of stockholders and until his successor is duly elected and qualified.
Item 7.01.
Regulation FD Disclosure.
On May 1, 2018, the Company issued a press release announcing the appointment of Mr. Griffin and Ms. Kennard to the Company’s Board, Mr. Cartwright as Chairman of the Board, and the adoption of a mandatory retirement age for directors. The text of the press release is furnished herewith as Exhibit 99.1 and is specifically incorporated by reference herein.
The information set forth in this Item 7.01 of this Current Report on Form 8-K, including the text of the press release attached as Exhibit 99.1 hereto, is being furnished to the SEC 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 SEC 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)    Exhibit. The following exhibit is being filed herewith:
No.
Description
99.1
Press Release dated May 2, 2018.
    



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.

Date:    May 2, 2018
HCP, Inc.
(Registrant)


By:      /s/ Troy E. McHenry     
Troy E. McHenry
Executive Vice President, General Counsel and Corporate Secretary
 


EXHIBIT INDEX


No.
Description
99.1


LOGOA02.GIF

    
HCP Appoints Lydia Kennard and Kent Griffin to its Board of Directors
Brian Cartwright Named Chairman
Board Adopts Mandatory Retirement Age for Directors

IRVINE, Calif., May 2, 2018 /PRNewswire/ -- HCP (NYSE: HCP) today announced significant updates to its Board of Directors and related corporate governance enhancements.

Appointment of Two New Independent Directors
HCP has appointed Lydia Kennard and Kent Griffin as independent directors to its Board, effective immediately. In connection with the appointments of Ms. Kennard and Mr. Griffin, as well as Board refreshment initiatives, the Board has realigned all of its committee memberships. Ms. Kennard will serve as a member of the Audit Committee, as well as the Compensation and Human Capital Committee. Additionally, Mr. Griffin will serve as a member of the Audit Committee, as well as the Investment and Finance Committee.

“Lydia and Kent are both highly qualified and accomplished professionals, and we are confident their skills and perspectives will enhance our Board’s effectiveness in overseeing the successful execution of our strategic plan,” said Tom Herzog, HCP’s President and CEO. “These appointments demonstrate our Board’s focus on refreshment, with half of our directors now having served for less than five years.”

“Lydia brings to our Board the skills of an accomplished CEO, extensive experience leading Los Angeles World Airports, as well as significant service on other public boards,” noted Mr. Herzog. “Kent is a seasoned REIT executive with a high-level of expertise in life science real estate, one of our primary business segments, as well as a financial background in investment banking and public accounting. We are honored to have two individuals of this caliber join our Board, and we look forward to their future contributions.”

Appointment of Chairman of the Board
HCP announced that Brian Cartwright has been appointed Chairman of the Board. Dave Henry who previously served as HCP’s Lead Independent Director, as well as Chairman during the interim period following Mr. McKee’s retirement, said, “As former General Counsel of the SEC, Brian possesses unparalleled and distinguished corporate governance, regulatory and legal expertise.” Mr. Henry continued, “As a part of the senior executive team that grew a local law firm into a preeminent global organization, Brian’s business acumen will serve the Board well as it navigates an increasingly dynamic business environment. I look forward to continuing to work alongside of him.” Mr. Henry will serve as Chair of the Investment and Finance Committee, given his comprehensive expertise in the REIT industry and more than 30 years of real estate investment knowledge.

Adoption of Mandatory Retirement Age for Directors
HCP also announced that as part of the Board’s commitment to refreshment, a mandatory retirement age of 75 for directors has been adopted, subject to certain exceptions necessary to ensure an orderly transition of new Board members.





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About Ms. Kennard and Messrs. Griffin and Cartwright
Lydia Kennard has served as President and CEO of KDG Development Construction Consulting since 2011, as well as a principal of Airport Property Ventures, LLC, since 2007. She previously served as executive director and deputy executive director of Los Angeles World Airports from 1994 to 2003 and from 2005 to 2007. Prior to that, Ms. Kennard was founder and president of KDG from 1980 to 1994. She presently serves on the public company boards of Prologis, Inc. and Freeport-McMoRan, Inc. Ms. Kennard has a B.A. from Stanford University, an M.A. from Massachusetts Institute of Technology (MIT), and a J.D. from Harvard University.

R. Kent Griffin, Jr. has served as managing director of PHICAS Investors since 2016. He previously served in the roles of president, chief operating officer and chief financial officer of BioMed Realty Trust, Inc. from 2006 to 2015. Prior to that, Mr. Griffin was a senior vice president in the investment banking division of Raymond James & Associates, Inc. from 2003 to 2006, was an associate in the investment banking division of J.P. Morgan Securities, Inc. from 1998 to 2003, and was an auditor at Arthur Andersen, LLP from 1992 to 1997. He serves on the public company board of TIER REIT, Inc. Mr. Griffin has a B.S. from Wake Forest University and an M.B.A. from the University of North Carolina at Chapel Hill.

Brian Cartwright served as General Counsel of the U.S. Securities and Exchange Commission from 2006 to 2009. From 2009 to 2011, Mr. Cartwright was a Senior Advisor at the law firm of Latham & Watkins LLP, and between 1988 and 2005, he was a partner with Latham & Watkins LLP, where he served in various senior management positions, including as a member of its Executive Committee. Mr. Cartwright has served as a Senior Advisor at Patomak Global Partners, LLC, a regulatory consulting firm, since 2012. He has served on the public company board of Investment Technology Group, an independent broker and financial technology provider, since 2016. Mr. Cartwright has a B.S. from Yale University, a Ph.D. in physics from University of Chicago, and a J.D. from Harvard University.


About HCP
HCP, Inc. is a fully integrated real estate investment trust (REIT) that invests in real estate serving the healthcare industry in the United States. HCP owns a large-scale portfolio primarily diversified across life science, medical office and senior housing. 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

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