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): December 18, 2013

Health Care REIT, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-8923	34-1096634
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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 December 18, 2013, the Board of Directors of Health Care REIT, Inc. (the “Company”) appointed Timothy J. Naughton as a member of the Board of Directors, which increased the size of the Board of Directors from ten to eleven directors. Mr. Naughton will be a member of the Investment and Planning Committees.

Mr. Naughton will be compensated for his service as a director on the same basis as other non-employee directors of the Company. Compensation for the Company’s non-employee directors is described in the Company’s Proxy Statement for its 2013 Annual Meeting of Shareholders as filed with the Securities and Exchange Commission on March 26, 2013.

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

Item 7.01 Regulation FD Disclosure.

On December 18, 2013, the Company issued a press release announcing the appointment of Mr. Naughton to the Board of Directors. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated in this Item 7.01 by reference.

The information contained in, or incorporated into, Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the 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, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1     Press release dated December 18, 2013

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 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: December 19, 2013

EX-99.1

Exhibit 99.1

F O R   I M M E D I A T E   R E L E A S E

December 18, 2013

For more information contact:

Scott Estes (419) 247-2800

Jay Morgan (419) 247-2800

TIMOTHY J. NAUGHTON JOINS HEALTH CARE REIT, INC.

BOARD OF DIRECTORS

Toledo, Ohio, December 18, 2013..... Health Care REIT, Inc. (NYSE:HCN) announced today that Timothy J. Naughton, Chairman, Chief Executive Officer (“CEO”) and President of AvalonBay Communities, Inc. (NYSE:AVB), has been named to its board of directors.

“We enthusiastically welcome Tim Naughton to Health Care REIT’s board of directors,” commented George L. Chapman, Chairman and CEO of Health Care REIT, Inc. “Tim is a well-known, highly-regarded leader in the REIT and multi-family housing industries. As the current CEO of a leading, publicly-traded REIT, Tim will bring unique, strategic insight gleaned from being the leader of one of the most progressive, well-managed companies in a comparable real estate sector.”

Mr. Naughton has over 20 years of experience in the REIT and commercial real estate sectors. AvalonBay Communities, Inc. is a real estate investment trust with $22 billion in enterprise value focused on developing, redeveloping, acquiring and managing high-quality apartment communities in high barrier-to-entry markets of the United States.

Prior to being named CEO of AvalonBay in January 2012, Mr. Naughton served as President for seven years, where he was responsible for the performance and coordination of various activities, including development, redevelopment, construction, acquisitions, dispositions, asset management and property operations. Prior to becoming President, Mr. Naughton served AvalonBay in a variety of capacities, including Chief Operating Officer, Chief Investment Officer and Regional Vice President of Development and Acquisitions. Mr. Naughton has been with AvalonBay or its predecessors since 1989.

Mr. Naughton received his Master’s Degree in Business Administration from Harvard Business School in 1987 and earned his undergraduate degree in Economics from the University of Virginia in 1983, where he graduated with High Distinction and was elected to Phi Beta Kappa. Mr. Naughton is a member of the National Association of Real Estate Investment Trusts (NAREIT), where he serves on the Executive Committee; the Real Estate Round Table; the National Multi-Housing Council, where he serves on the Executive Committee; and the Multifamily Product Council of the Urban Land Institute.

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 September 30, 2013, the company’s broadly diversified portfolio consisted of 1,197 properties in 46 states, the United Kingdom, and Canada.

About AvalonBay Communities, Inc. As of September 30, 2013, the company owned or held a direct or indirect ownership interest in 276 apartment communities containing 82,584 apartment homes in 12 states and the District of Columbia, of which 29 communities were under construction and five communities were under reconstruction. The company is an equity REIT in the business of developing, redeveloping, acquiring and managing apartment communities in high barrier-to-entry markets of the United States.