8-K

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 28, 2009

HCP, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	1-08895	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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 28, 2009, Mark A. Wallace tendered his resignation as Executive Vice President, Chief Financial Officer and Treasurer of HCP, Inc. (the “Company”), effective March 31, 2009.  A copy of the press release announcing his resignation is attached as Exhibit 99.1 hereto and is incorporated by reference herein. At the request of the Board of Directors, Mr. Wallace has agreed to serve in a consulting capacity until March 31, 2010 to assist in the transition.  The Company has entered into a resignation and consulting agreement with Mr. Wallace pursuant to which, among other things, the Company will pay Mr. Wallace a bonus of $92,500 with respect to his service to the Company for the first three months of 2009 and $60,000 per month during the consultancy period during which any restricted stock or restricted stock units scheduled to vest during such period will continue to do so.  The Company will also reimburse Mr. Wallace for any COBRA premiums paid by Mr. Wallace for up to 18 months.  The resignation and consulting agreement also contains a mutual release, as well as confidentiality and non-solicitation covenants on the part of Mr. Wallace for the benefit of the Company.

On March 2, 2009, Thomas M. Herzog was appointed to the position of Executive Vice President—Chief Financial Officer of the Company, effective May 1, 2009.  A copy of the press release announcing his appointment is attached as Exhibit 99.2 hereto and is incorporated by reference herein.  Since 2004, Mr. Herzog, 46, had been with Apartment Investment and Management Company, an S&P 500 real estate investment trust headquartered in Denver, Colorado, where he most recently served as Executive Vice President and Chief Financial Officer.  In connection with his role at the Company, Mr. Herzog will receive an annual salary of $350,000 and a bonus for 2009 of $400,000.  After 2009, bonuses will be discretionary in accordance with the compensation arrangements of the Company as in effect from time to time.  In addition, in connection with his appointment, Mr. Herzog will be awarded shares of restricted stock with a grant value of $750,000, which vest in one-third increments beginning with the first anniversary of grant.  In 2010, Mr. Herzog will receive a combination of restricted stock, performance based restricted stock units and stock options with a grant value of $750,000, which will vest in one-fifth increments beginning with the first anniversary of grant.  The Company will also reimburse Mr. Herzog for certain relocation expenses and losses incurred in connection with selling his current home.

On March 2, 2009, George P. Doyle, Senior Vice President—Chief Accounting Officer, 39, was appointed the Company’s principal financial officer on an interim basis for the period from March 31, 2009 until May 1, 2009.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits
99.1	Press Release, dated March 2, 2009, relating to Mark A. Wallace resignation.
99.2	Press Release, dated March 2, 2009, relating to Thomas M. Herzog appointment.

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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.

		HCP, INC.
		(Registrant)
Date: March 2, 2009	By:	/s/ Edward J. Henning
		Edward J. Henning
		Executive Vice President, General Counsel, Chief
		Administrative Officer and Corporate Secretary

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EXHIBIT INDEX

Attached as exhibits to this Current Report on Form 8-K are the documents listed below:

Exhibit No.	Description
99.1	Press Release, dated March 2, 2009, relating to Mark A. Wallace resignation.
99.2	Press Release, dated March 2, 2009, relating to Thomas M. Herzog appointment.

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EX-99.1

Exhibit 99.1

HCP Announces Departure of Chief Financial Officer

LONG BEACH, CA — March 2, 2009 — HCP (NYSE:HCP) announced the resignation of Mark A. Wallace as the Company’s Executive Vice President, Chief Financial Officer and Treasurer, effective March 31, 2009. At the request of the Board of Directors, Mr. Wallace has agreed to serve in a consulting capacity until March 31, 2010 to assist in the transition.

“Mark’s dedication, energy, and insights have been valuable as HCP has grown its business and accessed the capital markets while maintaining a strong balance sheet. He has been a valuable member of our management team,” said Jay Flaherty, HCP’s Chairman and Chief Executive Officer.  “On behalf of the Board and management, I wish him the best in his future endeavors.”

Mr. Wallace said, “I’ve been fortunate to have worked for a great company and able to contribute to HCP’s successful growth leading to our inclusion in the S&P 500 index. I want to thank the Board and wish continued success for the HCP team. I look forward to staying actively engaged in the real estate industry.”

About HCP

HCP, Inc., an S&P 500 company, is a real estate investment trust (REIT) that, together with its consolidated subsidiaries, invests primarily in real estate serving the healthcare industry in the United States. As of December 31, 2008, the Company’s portfolio of properties, excluding assets held for sale but including mortgage loans and properties owned by unconsolidated joint ventures, totaled 694 properties among the following segments: 264 senior housing, 104 life science, 251 medical office, 24 hospital and 51 skilled nursing. For more information, visit the Company’s website at www.hcpi.com.

CONTACT: HCP
James F. Flaherty III
Chairman and Chief Executive Officer
562-733-5100

EX-99.2

Exhibit 99.2

HCP Names Thomas M. Herzog as Executive Vice President - Chief Financial Officer

LONG BEACH, CA — March 2, 2009 — HCP (NYSE:HCP) today announced that it has hired Thomas M. Herzog as Executive Vice President - Chief Financial Officer effective May 1, 2009.

Mr. Herzog comes to HCP from Apartment Investment and Management Company (“Aimco”), an S&P 500 real estate investment trust headquartered in Denver, Colorado, where he most recently served as Executive Vice President and Chief Financial Officer.  Before that, Mr. Herzog was with GE Real Estate, where he was Chief Accounting Officer and Global Controller of a $30 billion real estate operation, and prior to that with Deloitte & Touche LLP in its national office.

“We are thrilled to welcome Tom to the HCP team,” said Jay Flaherty, HCP’s Chairman and Chief Executive Officer.  “His extensive financial management and real estate experience will be a strong asset to our organization. Tom has nearly 20 years of providing leadership in these key functions, and we are excited about continuing our successes with him going forward.”

About HCP

HCP, Inc., an S&P 500 company, is a real estate investment trust (REIT) that, together with its consolidated subsidiaries, invests primarily in real estate serving the healthcare industry in the United States. As of December 31, 2008, the Company’s portfolio of properties, excluding assets held for sale but including mortgage loans and properties owned by unconsolidated joint ventures, totaled 694 properties among the following segments: 264 senior housing, 104 life science, 251 medical office, 24 hospital and 51 skilled nursing. For more information, visit the Company’s website at www.hcpi.com.

CONTACT: HCP
James F. Flaherty III
Chairman and Chief Executive Officer
562-733-5100