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

July 27, 2017

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, California 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))

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Election to Opt Out of Section 3-803 of the Maryland Unsolicited Takeover Act

On July 27, 2017, the Board of Directors (the “Board”) of HCP, Inc. (the “Company”) approved a resolution prohibiting the Company from electing to be subject to Section 3-803 of Subtitle 8 of Title 3 of the Maryland General Corporation Law (“MGCL”), commonly referred to as the “Maryland Unsolicited Takeover Act” or “MUTA.” MUTA contains statutory provisions that allow the Board, without stockholder approval, to elect to classify into three classes with staggered three-year terms. By adopting this resolution, the Board will be prohibited from electing to classify into three classes without first obtaining stockholder approval. In accordance with Sections 3-802(c) and 3-802(d) of the MGCL, on July 31, 2017, the Company filed Articles Supplementary (“Articles Supplementary”) describing the foregoing prohibition with the State Department of Assessments and Taxation of Maryland.

The foregoing summary is qualified in its entirety by reference to the full text of the Articles Supplementary, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Amendment to the Bylaws of the Company

On July 27, 2017, the Board approved Amendment No. 2 (“Amendment No. 2”) to the Fifth Amended and Restated Bylaws of the Company (the “Bylaws”) effective immediately. Amendment No. 2 provides stockholders with the right to amend the Bylaws by the affirmative vote of a majority of all the votes entitled to be cast on the matter, which reduced the required stockholder vote from the prior affirmative vote of two-thirds (2/3) of all the votes entitled to be cast on the matter. The Board will retain the right to amend the Bylaws by the affirmative vote of a majority of the entire Board.

The foregoing summary is qualified in its entirety by reference to the full text of Amendment No. 2, which is attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

No.	Description
3.1	Articles Supplementary of HCP, Inc., dated July 31, 2017
3.2	Amendment No. 2 to Fifth Amended and Restated Bylaws of HCP, Inc., dated July 27, 2017

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: August 1, 2017

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

EXHIBIT INDEX

No.	Description
3.1	Articles Supplementary of HCP, Inc., dated July 31, 2017
3.2	Amendment No. 2 to Fifth Amended and Restated Bylaws of HCP, Inc., dated July 27, 2017

EX-3.1

HCP, INC.

ARTICLES SUPPLEMENTARY

HCP, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST:    Pursuant to Section 3-802(c) of the Maryland General Corporation Law (the “MGCL”), the Board of Directors of the Corporation (the “Board of Directors”), by resolutions duly adopted at a meeting duly called and held on July 27, 2017, prohibited the Corporation from electing to be subject to Section 3-803 of the MGCL unless such election is first approved by the stockholders of the Corporation by the affirmative vote of a majority of all the votes entitled to be cast on the matter.

SECOND:    These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

THIRD:    These Articles Supplementary shall be effective upon filing with the Department.

FOURTH:    The undersigned President and Chief Executive Officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President and Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its President and Chief Executive Officer, and attested to by its Corporate Secretary, on this 31 day of July, 2017.

ATTEST:        HCP, INC.

/s/ Troy E. McHenry                    By: /s/ Thomas M. Herzog    
Name: Troy E. McHenry                Name: Thomas M. Herzog
Title: Corporate Secretary                 Title: President and Chief Executive Officer

EX-3.2

Amendment No. 2 to Fifth Amended and Restated Bylaws of HCP, Inc.

Effective July 27, 2017, HCP, Inc. amended its Fifth Amended and Restated Bylaws, as amended, by replacing Article IX in its entirety with the following:

“ARTICLE IX

AMENDMENTS

SECTION 1. AMENDMENTS OF BYLAWS -- The stockholders by the affirmative vote of a majority of all the votes entitled to be cast on the matter, or the directors, by the affirmative vote of a majority of the entire Board of Directors, may amend or alter any of these Bylaws. Notwithstanding the foregoing, any amendment to Section 1 of Article III of the Bylaws which increases the number of directors by more than one (1) in any twelve (12) month period or increases the total number of directors to more than ten (10), and any amendment to this Section 1 of Article IX of the Bylaws, shall require approval by the Board of Directors by unanimous vote or approval by the stockholders of the Corporation by the affirmative vote of 90% of all votes entitled to be cast.”