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) May 3, 2012

Health Care REIT, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-8923	34-1096634
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4500 Dorr Street, Toledo, Ohio		43615
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (419) 247-2800

(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 (see General Instruction A.2. below):

¨ 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))

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

On May 3, 2012, the Board of Directors of Health Care REIT, Inc. (the “Company”) appointed Judith C. Pelham as a member of the Board of Directors. Ms. Pelham will be a member of the Investment and Planning Committees. Her term as a director will expire at the next annual meeting of shareholders.

In connection with the appointment, the Company entered into an indemnification agreement with Ms. Pelham. The agreement is substantially identical to the agreements previously entered into between the Company and its other directors and generally provides that the Company will, in certain circumstances, indemnify Ms. Pelham against any and all expenses, judgments, fines, penalties and amounts paid in settlement arising out of her service to the Company. The agreement also provides for the advancement of expenses in connection with a threatened, pending or completed action, suit or proceeding.

The press release announcing the appointment of Ms. Pelham is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of shareholders of the Company was duly called and held on May 3, 2012 in Toledo, Ohio. The voting results for each of the proposals submitted to a vote of the shareholders at the annual meeting are as follows:

Proposal #1 — Election of ten directors to hold office until the next annual meeting of shareholders:

Nominee	For		Against		Abstentions		Broker Non-Votes
William C. Ballard, Jr.		150,150,178		6,730,989		277,934		29,549,189
George L. Chapman		154,187,796		2,610,702		360,603		29,549,189
Daniel A. Decker		155,623,617		1,259,265		276,219		29,549,189
Thomas J. DeRosa		155,605,432		1,271,916		281,753		29,549,189
Jeffrey H. Donahue		150,263,721		6,614,645		280,735		29,549,189
Peter J. Grua		155,614,815		1,266,504		277,782		29,549,189
Fred S. Klipsch		153,007,226		3,879,481		272,394		29,549,189
Sharon M. Oster		150,180,913		6,705,612		272,576		29,549,189
Jeffrey R. Otten		155,524,621		1,356,870		277,610		29,549,189
R. Scott Trumbull		155,208,970		1,679,910		270,221		29,549,189

Proposal #2 — Approval of the compensation of the named executive officers of the Company as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the SEC:

For	Against		Abstentions		Broker Non-Votes
100,037,225		56,567,924		553,952		29,549,189

Proposal #3 — Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year 2012:

For	Against		Abstentions		Broker Non-Votes
183,816,106		2,274,956		617,228		0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated May 7, 2012

SIGNATURE

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.

HEALTH CARE REIT, INC.
By:	/s/ GEORGE L. CHAPMAN
George L. Chapman
Its:	Chairman of the Board, Chief Executive
Officer and President

Dated: May 7, 2012

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

May 7, 2012

For more information contact:

Scott Estes (419) 247-2800

Jay Morgan (419) 247-2800

JUDY PELHAM JOINS HEALTH CARE REIT, INC.

BOARD OF DIRECTORS

Toledo, Ohio, May 7, 2012...Health Care REIT, Inc. (NYSE:HCN) today announced that Judy Pelham has been named to its board of directors.

“We are honored to welcome Judy Pelham to Health Care REIT’s board of directors,” commented George L. Chapman, Chairman, Chief Executive Officer and President of Health Care REIT, Inc. “Judy’s prominent leadership and extensive experience in health care will further strengthen our highly knowledgeable board of directors and contribute to Health Care REIT’s leadership position in the health care industry.”

Ms. Pelham has been actively involved in the health care industry for over 30 years. Her experience in health care includes leadership roles with leading hospital systems and health care institutions.

Most recently, Ms. Pelham served as President and Chief Executive Officer of Trinity Health, one of the top 10 health care systems in the United States serving a network of 40 hospitals, including long-term care facilities, home care and hospice programs, senior living communities, physician offices and other health care services and programs. Prior to this role, Ms. Pelham served as President and Chief Executive Officer of two additional leading health care systems, Mercy Health Services and Daughters of Charity Health Services of Austin, Texas. Ms. Pelham’s career has also included work with the Robert Wood Johnson Foundation and Harvard School of Public Health.

Ms. Pelham received her undergraduate degree from Smith College in 1967 and a Master in Public Administration degree in 1975 from Harvard University. Ms. Pelham currently serves on the boards of directors of Amgen and Smith College. Health Care REIT engaged Caldwell Partners International in the search process to recruit Ms. Pelham.

About Health Care REIT, Inc.

Health Care REIT, Inc., an S&P 500 company with headquarters in Toledo, Ohio, is a real estate investment trust that invests across the full spectrum of seniors housing and health care real estate. The company also provides an extensive array of property management and development services. As of December 31, 2011, the company’s broadly diversified portfolio consisted of 937 properties in 46 states. More information is available on the company’s website at www.hcreit.com.

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