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): January 29, 2016

Welltower 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

Health Care REIT, Inc.

(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:

¨ 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 January 29, 2016, the Board of Directors of Welltower Inc. (the “Company”) appointed Kenneth J. Bacon as a member of the Board of Directors, which increased the size of the Board of Directors from nine to ten directors. Mr. Bacon will be a member of the Investment and Planning Committees.

Mr. Bacon 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 2015 Annual Meeting of Shareholders as filed with the Securities and Exchange Commission on March 27, 2015.

In connection with the appointment, the Company will enter into an indemnification agreement with Mr. Bacon. 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. Bacon 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 February 1, 2016, the Company issued a press release announcing the appointment of Mr. Bacon 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 of Welltower Inc. dated February 1, 2016.

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.

WELLTOWER INC.
By:	/s/ THOMAS J. DEROSA
Name:	Thomas J. DeRosa
Title:	Chief Executive Officer

Dated: February 2, 2016

Exhibit Index

99.1 Press release of Welltower Inc. dated February 1, 2016.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

February 1, 2016

For more information contact:

Scott Estes (419) 247-2800

Kenneth J. Bacon Joins Welltower Board of Directors

Toledo, Ohio, February 1, 2016… Welltower Inc. (NYSE:HCN) today announced that Kenneth J. Bacon has been appointed to its Board of Directors. Mr. Bacon has an extensive background in finance and real estate having served in senior positions at Morgan Stanley, the Resolution Trust Corporation and the Federal National Mortgage Association (Fannie Mae). He served as Executive Vice President of the Multifamily Division of Fannie Mae, where he oversaw a $195 billion multifamily portfolio that included seniors housing properties and was the largest of its kind in the world. Mr. Bacon is co-founder and currently serves as managing partner of RailField Partners, a financial advisory and asset management firm based in Washington, D.C.

“Welltower is redefining home for the aging population. Ken’s strong understanding of the housing markets, asset management and financial markets as well as his broad public board experience adds to the diverse expertise on our Board,” commented Jeff Donahue, Welltower’s Chairman of the Board. “Given his very strong background, we are particularly pleased to welcome him to Welltower.”

Mr. Bacon also serves as a Director of Comcast Corporation (NASDAQ:CMCSA), Ally Financial, Inc. (NYSE:ALLY), and Forest City Realty Trust, Inc. (NYSE:FCE). He is a member of the National Multifamily Housing Council and the advisory board of the Stanford Center on Longevity.

Mr. Bacon has a master’s degree in international relations from the London School of Economics, where he studied as a Marshall Scholar, and an MBA from Harvard Business School. He earned a bachelor’s degree from Stanford University and later served as a Trustee of the University.

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About Welltower

Welltower Inc. (NYSE:HCN), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. The company invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower™, a real estate investment trust (REIT), owns more than 1,400 properties in major, high-growth markets in the United States, Canada and the United Kingdom, consisting of seniors housing and post-acute communities and outpatient medical properties. More information is available at www.welltower.com.

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