-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N7KmXlYQwVloNTYZllnjqivlIe5IJ/584+OmgbTRYEzHMcOWiArTWrDatDASJXbd NikJ2SXm1D7+7S6RD2XPVQ== 0001104659-06-007337.txt : 20060209 0001104659-06-007337.hdr.sgml : 20060209 20060209145529 ACCESSION NUMBER: 0001104659-06-007337 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060203 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060209 DATE AS OF CHANGE: 20060209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH CARE PROPERTY INVESTORS INC CENTRAL INDEX KEY: 0000765880 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330091377 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08895 FILM NUMBER: 06592586 BUSINESS ADDRESS: STREET 1: 3760 KILROY AIRPORT WAY STREET 2: SUITE 300 CITY: LONG BEACH STATE: CA ZIP: 90806 BUSINESS PHONE: 562-733-5100 MAIL ADDRESS: STREET 1: 3760 KILROY AIRPORT WAY STREET 2: SUITE 300 CITY: LONG BEACH STATE: CA ZIP: 90806 8-K 1 a06-4709_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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 3, 2006

 

HEALTH CARE PROPERTY INVESTORS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland

 

001-08895

 

33-0091377

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

 

 

 

 

3760 Kilroy Airport Way, Suite 300
Long Beach, California

 

90806

(Address of Principal Executive Offices)

 

(Zip Code)

 

(562) 733-5100

(Registrant’s Telephone Number, Including Area Code)

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

 

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))

 

 


 

Item 1.01                                             Entry into a Material Definitive Agreement.

 

Establishment of 2006 Base Salary Amounts and 2005 Annual Incentive Bonuses

 

On February 3, 2006, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Health Care Property Investors, Inc. (the “Company”) increased the annual base salary rates for certain of the Company’s named executive officers, with the new rates effective as of January 1, 2006.  The new annual base salary rates for Paul F. Gallagher, Executive Vice President - Portfolio Strategy, Edward J. Henning, Senior Vice President, General Counsel and Corporate Secretary, Talya Nevo-Hacohen, Senior Vice President - Strategic Development and Treasurer, and Mark A. Wallace, Senior Vice President - Chief Financial Officer, are $330,000, $265,000, $250,000, and $275,000, respectively.

 

In addition, the Compensation Committee approved annual incentive bonuses for the 2005 fiscal year for the Company’s named executive officers, based upon multiple performance criteria, including subjective evaluations of personal job performance and performance measured against objective business criteria.  The 2005 annual cash incentive bonus amounts for the Company’s named executive officers are as follows:  James F. Flaherty III, President and Chief Executive Officer, $0 (see the restricted stock unit discussion below), Charles A. Elcan, Executive Vice President - Medical Office Properties, $487,000, Mr. Gallagher, $553,000, Mr. Henning, $373,000, Stephen R. Maulbetsch, Senior Vice President - Acquisitions and Dispositions, $437,000, Ms. Nevo-Hacohen, $343,000, and Mr. Wallace, $418,000.

 

On February 3, 2006, the Compensation Committee approved the grant of 57,230 performance-based Restricted Stock Units to Mr. Flaherty in lieu of a cash bonus for 2005 performance.  The Restricted Stock Units are subject in whole or in part to forfeiture in the event the Company does not reach specified targets for funds from operations per share during fiscal 2006.  Those Restricted Stock Units that are not forfeited vest on the third anniversary of the date of grant, subject to continued employment by Mr. Flaherty through that date and subject to accelerated vesting in connection with certain terminations of employment in accordance with Mr. Flaherty’s employment agreement with 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, thereunto duly authorized.

 

 

 

 

HEALTH CARE PROPERTY INVESTORS, INC.

 

 

(Registrant)

 

 

 

 

 

 

 

By:

/s/ Edward J. Henning

 

Date:

  February 9, 2006

 

 

Edward J. Henning

 

 

 

Senior Vice President, General Counsel
and Corporate Secretary

 

 

2

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