false 0000766704 0000766704 2020-03-16 2020-03-16 0000766704 us-gaap:CommonStockMember 2020-03-16 2020-03-16 0000766704 well:NotesDue20284.800Member 2020-03-16 2020-03-16 0000766704 well:NotesDue20344.500Member 2020-03-16 2020-03-16

 

 

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): March 16, 2020

 

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)

  

(I.R.S. 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

Not Applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common stock, $1.00 par value per share

  

WELL

  

New York Stock Exchange

4.800% Notes due 2028

  

WELL28

  

New York Stock Exchange

4.500% Notes due 2034

  

WELL34

  

New York Stock Exchange

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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointments of Certain Officers; Compensatory Arrangements of Certain Officers

On March 16, 2020, R. Scott Trumbull, age 71, a member of the Board of Directors of Welltower Inc. (the “Company”) since 1999, notified the Company of his intention not to stand for election as a member of Company’s Board of Directors (the “Board”) at the Company’s 2020 Annual Meeting. Mr. Trumbull has indicated that his decision not to stand for re-election was not the result of any disagreement with management or the Board relative to any matters relating to the Company’s operations, policies, or practices.

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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.

Date: March 19, 2020

 

 

         

 

 

WELLTOWER INC.

             

 

 

By:

 

/s/ MATTHEW MCQUEEN

 

 

Name:

 

Matthew McQueen

 

 

Title:

 

Senior Vice President - General Counsel and Corporate Secretary

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