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EX-3.1 - EX-3.1 - WELLTOWER INC.l42632exv3w1.htm
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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 5, 2011
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 5.07 Submission of Matters to a Vote of Security Holders
SIGNATURE
EX-3.1


Table of Contents

Item 5.07 Submission of Matters to a Vote of Security Holders.
     The annual meeting of stockholders of Health Care REIT, Inc. (the “Company”) was duly called and held on May 5, 2011 in Toledo, Ohio. The voting results for each of the proposals submitted to a vote of the stockholders at the annual meeting are as follows:
     Proposal #1 — Election of three directors for a term of three years:
                                 
Nominee   For     Against     Abstentions     Broker Non-Votes  
William C. Ballard, Jr.
    123,102,945       4,536,178       298,019       29,292,978  
Peter J. Grua
    126,104,927       1,558,435       273,780       29,292,978  
R. Scott Trumbull
    125,751,881       1,911,386       273,875       29,292,978  
     Proposal #2 — Approval of the compensation of the named executive officers of the Company (“say-on-pay”) as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the SEC:
             
For   Against   Abstentions   Broker Non-Votes
121,741,438
  5,604,178   591,527   29,292,978
     Proposal #3 — Frequency of the advisory say-on-pay vote:
                 
1 Year   2 Years   3 Years   Abstentions   Broker Non-Votes
107,640,444
  1,107,858   18,721,056   467,784   29,292,978
     Proposal #4 — Approval of an amendment to the Company’s Second Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 225,000,000 to 400,000,000:
             
For   Against   Abstentions   Broker Non-Votes
144,420,286
  9,078,784   731,050   0
     Proposal #5 — Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year 2011:
             
For   Against   Abstentions   Broker Non-Votes
151,775,516
  2,054,284   400,319   0
     In light of the voting results with respect to the frequency of the advisory say-on-pay vote (Proposal #3), the Company’s Board of Directors has determined the Company will hold advisory say-on-pay votes on an annual basis until the next required vote on the frequency of such say-on-pay votes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1   Certificate of Amendment of Second Restated Certificate of Incorporation of the Company.
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 10, 2011