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

May 12, 2016 (May 12, 2016)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)       Appointment of Certain Officers

Election of Executive Vice President and Chief Financial Officer

On May 12, 2016, HCP, Inc., a Maryland corporation (“HCP”), announced that its Board of Directors (the “Board”) elected Thomas M. Herzog, 53, to serve as Executive Vice President and Chief Financial Officer, effective June 27, 2016.  Mr. Herzog previously served in the same position with HCP from April 2009 through May 2011.

Mr. Herzog has served as Senior Vice President and Chief Financial Officer of UDR, Inc., an S&P 500 company and a leading multifamily real estate investment trust (NYSE:UDR), since January 2013.  From 2011 until he joined UDR, Inc., Mr. Herzog was the Chief Financial Officer of Amstar, a Denver-based privately-held real estate investment company.  From 2004 until he joined HCP in April 2009, as noted above, Mr. Herzog was the Executive Vice President and Chief Financial Officer of Apartment Investment and Management Company (NYSE:AIV) (“AIMCO”), a leading multifamily real estate investment trust.  He joined AIMCO as Senior Vice President and Chief Accounting Officer in 2004. From 2000 to 2004, Mr. Herzog was with GE Capital Real Estate, where he held the position of Chief Accounting Officer and Global Controller from 2002 to 2004 and Chief Technical Advisor from 2000 to 2002.  Prior to that time, Mr. Herzog worked at Deloitte & Touche LLP for ten years.  Mr. Herzog currently serves as a member of the Board of Directors of Tier REIT (NYSE:TIER), an office property real estate investment trust.

The material terms of Mr. Herzog’s compensation are summarized as follows:

·Base Salary and Bonus.  Mr. Herzog will receive an annual base salary of $650,000, subject to annual review.  He will also be eligible for an annual bonus with a target amount of $1,300,000, which will not be prorated based on the portion of the year during which he serves as an employee of HCP.  The actual amount of the annual bonus will be determined by the Compensation Committee of the Board (the “Compensation Committee”), based on the achievement of the same performance targets and other terms and conditions applicable to other senior executives generally under HCP’s annual short-term incentive plan.

·Initial Equity Award.  In connection with his hiring, Mr. Herzog will receive a one-time grant of restricted stock units with an aggregate grant date fair value of $4,000,000 (the “Initial Equity Award”).  A total of 50% of the Initial Equity Award is subject to both the satisfaction of certain performance criteria, as determined and approved by the Compensation Committee, and Mr. Herzog’s continued employment through vesting dates that occur ratably over a three-year period following the grant date. The remaining 50% of the Initial Equity Award is subject to ratable vesting over a three-year period following the grant date based on Mr. Herzog’s continuing employment on the applicable vesting date.

·Annual Equity Award.  Beginning in 2017, Mr. Herzog will be eligible for an annual equity award with a target aggregate grant date fair value of $1,300,000 (the “Annual Equity Award”).  The Annual Equity Award will be subject to the same vesting criteria and other terms and conditions applicable to other senior executives generally under HCP’s 2017 long-term incentive plan, as determined by the Compensation Committee.

·Severance Terms.  Mr. Herzog will be eligible to participate in both HCP’s Executive Severance Plan (“Severance Plan”) and HCP’s Executive Change in Control Severance Plan (“CIC Plan”).  The material terms of the Severance Plan are described under Part II, Item 5 (Other Information) in HCP’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on May 9, 2016, and are incorporated herein by reference. The material terms of the CIC Plan are described under the heading “Change in Control Severance Plan” in HCP’s 2016 Proxy Statement, filed with the SEC on March 17, 2016, and under Part II, Item 5 (Other Information) in HCP’s Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2016, as applicable, and are incorporated herein by reference.

·Other Benefits.  Mr. Herzog will be eligible to participate in the health, welfare and other benefits plans and arrangements as generally made available to HCP’s other executive vice presidents.  HCP will also reimburse Mr. Herzog for up to $150,000 of relocation expenses, and he will be entitled to 19 vacation days per year.

There are no family relationships involving Mr. Herzog that would require disclosure under Item 401(d) of Regulation S-K.  There are no current or proposed transactions in which he or any member of his immediate family has, or will have, a direct or indirect material interest that would require disclosure under Item 404(a) of Regulation S-K.

2

Election of Interim Principal Financial Officer

On May 12, 2016, the Board also elected Scott A. Anderson, the Company’s Executive Vice President and Chief Accounting Officer, as HCP’s principal financial officer on an interim basis.  Mr. Anderson will serve as interim principal financial officer effective upon Timothy M. Schoen’s final day of employment with HCP (which, as previously disclosed, is expected to be May 22, 2016), and continuing until Mr. Herzog’s first day of employment with HCP.

Mr. Anderson, 54, has been HCP’s Executive Vice President and Chief Accounting Officer since January 2016.  He has been with HCP since 2009, most recently as Senior Vice President and Chief Accounting Officer from July 2009 to January 2016.  Prior to joining HCP, Mr. Anderson spent eight years with AIMCO, most recently as its Senior Vice President of Financial Risk Management.  He has over 25 years of financial and accounting experience.  Mr. Anderson’s leadership roles and experience include the oversight of accounting, tax, and financial planning and analysis, as well as information technology business functions.

Mr. Anderson will not receive any additional compensation for his service as interim principal financial officer.  There are no family relationships involving Mr. Anderson that would require disclosure under Item 401(d) of Regulation S-K.  There are no current or proposed transactions in which he or any member of his immediate family has, or will have, a direct or indirect material interest that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01Regulation FD Disclosure.

On May 12, 2016, HCP issued a press release announcing Mr. Herzog’s election as Executive Vice President and Chief Financial Officer, as noted in Item 5.02 above.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

The information set forth in this Item 7.01 and the related information in Exhibit 99.1 attached hereto are being furnished to, 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 9.01Financial Statements and Exhibits.

(d)Exhibits.

No.	Description
99.1	Press Release, dated May 12, 2016.

3

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 12, 2016	HCP, Inc.
	(Registrant)
	By:	/s/ Troy E. McHenry
		Troy E. McHenry
		Executive Vice President, General Counsel and
		Corporate Secretary

4

EXHIBIT INDEX

No.	Description
99.1	Press Release, dated May 12, 2016.

5

EX-99.1

Exhibit 99.1

Tom Herzog to Join HCP as Executive Vice President and Chief Financial Officer

IRVINE, Calif., – May 12, 2016 – PRNewswire - HCP (NYSE:HCP) today announced that Tom Herzog will join the company as Executive Vice President and Chief Financial Officer (CFO), effective June 27, 2016.  Mr. Herzog previously served as CFO of HCP from 2009 to 2011.  He will replace HCP’s outgoing Executive Vice President and CFO, Tim Schoen.

“Our Board and management team are very pleased that Tom is rejoining our team,” said Mike McKee, Executive Chairman of HCP.  “Tom is an established S&P 500 executive with exceptional and relevant experience.  We look forward to his contributions as we continue to drive sustainable long-term value for our shareholders.”

“We are thrilled to welcome Tom back to HCP,” said Lauralee Martin, President and Chief Executive Officer of HCP.  “His proven leadership, financial acumen, deep REIT industry experience and familiarity with our people and portfolio will be invaluable as we work to complete the recently announced spin-off of our HCR ManorCare real estate, and focus on the exciting growth opportunities ahead for HCP.”

“I am excited to return to HCP to work with Mike, Lauralee and the rest of the team as we continue to advance HCP’s premier healthcare portfolio,” Mr. Herzog noted.  “HCP has compelling opportunities ahead and I look forward to being part of the team that will position the company for future growth.”

Mr. Herzog has served as Senior Vice President and CFO of UDR, Inc., a leading multifamily real estate investment trust listed on the NYSE, since January 2013.  From 2011 until he joined UDR, he was the CFO at Amstar, a Denver-based real estate investment company.  Mr. Herzog’s experience in the public REIT sector also includes serving as CFO for two S&P 500 companies, HCP (2009-2011) and Apartment Investment and Management Company, an NYSE listed company (2004-2009).  Prior to this, Mr. Herzog was an executive with GE Capital Real Estate for four years, and spent a decade at the accounting firm Deloitte & Touche LLP.

ABOUT HCP

HCP, Inc. is a fully integrated real estate investment trust (REIT) that invests primarily in real estate serving the healthcare industry in the United States.  HCP’s portfolio of assets is diversified among five distinct sectors: senior housing, post-acute/skilled nursing, life science, medical office and hospital.  A publicly traded company since 1985, HCP: (i) was the first healthcare REIT selected to the S&P 500 index; (ii) has increased its dividend per share for 31 consecutive years; (iii) was the first REIT included in the S&P 500 Dividend Aristocrats index; and (iv) is recognized as a global leader in sustainability as a member of the Dow Jones and FTSE4Good sustainability indices, as well as the recipient in three of the past four years of both of the GRESB Global Healthcare Sector Leader and the NAREIT Healthcare Leader in the Light Award.  For more information regarding HCP, visit www.hcpi.com.

CONTACT

John Lu

Executive Vice President – Corporate Finance and Investments

(949) 407-0400