UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As discussed under Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting of Shareholders held on May 23, 2024 (the “Annual Meeting”), shareholders of Welltower Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to (i) limit the liability of certain officers as permitted by Delaware law and (ii) increase the number of authorized shares of the Company’s common stock, $1.00 par value per share, from 700,000,000 shares to 1,400,000,000 shares. The amendment to the Charter became effective upon the filing of a Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware (the “Secretary of State”) on May 23, 2024. The Board of Directors of the Company (the “Board”) also approved a Restated Certificate of Incorporation (the “Restated Charter”), that restated and integrated, but did not further amend, the Charter (as amended through the filing of the Certificate of Amendment). On May 23, 2024, the Company filed the Restated Charter with the Secretary of State, and it was effective upon filing. The foregoing summaries of the Certificate of Amendment and Restated Charter are qualified in all respects by reference to the text of the Certificate of Amendment and the Restated Charter, respectively, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the shareholders of the Company elected the nine directors nominated by the Board to serve until the 2025 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified; ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; approved, on an advisory basis, the compensation of the Company’s named executive officers; approved an amendment to the Charter to limit the liability of certain officers as permitted by Delaware law; and approved an amendment to the Charter to increase the number of authorized shares of common stock.
The proposals are further described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 12, 2024 (the “2024 Proxy Statement”).
The tables below set forth the number of votes cast for and against, and the number of abstentions and broker non-votes, for each matter voted upon by the Company’s shareholders.
Proposal #1 — The election of nine directors to hold office until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified:
| Nominee |
For |
Against |
Abstentions |
Broker Non-Votes | ||||
| Kenneth J. Bacon |
498,631,806 | 17,974,194 | 238,795 | 25,529,995 | ||||
| Karen B. DeSalvo |
516,360,652 | 258,476 | 225,667 | 25,529,995 | ||||
| Dennis G. Lopez |
514,645,661 | 1,947,681 | 251,453 | 25,529,995 | ||||
| Shankh Mitra |
516,277,571 | 318,719 | 248,505 | 25,529,995 | ||||
| Ade J. Patton |
516,217,549 | 391,785 | 235,461 | 25,529,995 | ||||
| Diana W. Reid |
515,882,820 | 733,905 | 228,070 | 25,529,995 | ||||
| Sergio D. Rivera |
516,214,375 | 391,186 | 239,234 | 25,529,995 | ||||
| Johnese M. Spisso |
509,086,095 | 7,507,369 | 251,331 | 25,529,995 | ||||
| Kathryn M. Sullivan |
513,860,948 | 2,756,678 | 227,169 | 25,529,995 |
Each of the directors was elected at the Annual Meeting.
Proposal #2 — The ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 514,497,684 | 27,556,841 | 320,265 | 0 |
This proposal was approved at the Annual Meeting.
Proposal #3 — The approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the 2024 Proxy Statement:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 487,289,120 | 28,659,611 | 896,064 | 25,529,995 |
This proposal was approved at the Annual Meeting.
Proposal #4 — The approval of an amendment to the Amended and Restated Certificate of Incorporation of the Company to limit the liability of certain officers as permitted by Delaware law:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 468,775,832 | 47,673,211 | 395,752 | 25,529,995 |
This proposal was approved at the Annual Meeting.
Proposal #5 — The approval of an amendment to the Amended and Restated Certificate of Incorporation of the Company to increase the number of authorized shares of common stock:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 529,493,225 | 11,979,963 | 901,602 | 0 |
This proposal was approved at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description of Exhibit | |
| 3.1 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Welltower Inc. | |
| 3.2 | Restated Certificate of Incorporation of Welltower Inc. | |
| 104 | Cover page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL document. | |
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.
| WELLTOWER INC. | ||||||
| Date: May 24, 2024 | By: | /s/ MATTHEW MCQUEEN | ||||
| Name: Matthew McQueen | ||||||
| Title: Executive Vice President – General Counsel & Corporate Secretary | ||||||