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 6, 2012

Health Care REIT, Inc.

(Exact name of registrant as specified in its charter)

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):

Item 3.03 Material Modifications to Rights of Security Holders

On March 6, 2012, Health Care REIT, Inc. (the “Company”) filed a Certificate of Designation with the Secretary of State of Delaware, effective as of March 7, 2012 (the “Certificate of Designation”), to authorize the issuance of 11,500,000 shares of 6.50% Series J Cumulative Redeemable Preferred Stock, par value $1.00 per share (the “Series J Preferred Stock”), a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

As set forth in the Certificate of Designation, the shares of Series J Preferred Stock rank senior to shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), and to any other of the Company’s future equity securities that it may later authorize or issue that by their terms rank junior to the Series J Preferred Stock. The shares of Series J Preferred Stock rank pari passu with the Company’s outstanding 7 7/8% Series D Cumulative Redeemable Preferred Stock, 7 5/8% Series F Cumulative Redeemable Preferred Stock, 6% Series H Cumulative Convertible and Redeemable Preferred Stock and 6.50% Series I Cumulative Convertible Perpetual Preferred Stock and any future equity securities that the Company may later authorize or issue that by their terms are on a parity with the Series J Preferred Stock. Holders of shares of Series J Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors of the Company, cumulative cash dividends at the rate of 6.50% per annum of the $25.00 per share liquidation preference, equivalent to $1.625 per annum per share of the Series J Preferred Stock. Dividends on the Series J Preferred Stock are payable quarterly on January 15, April 15, July 15 and October 15 of each year, commencing April 16, 2012, since April 15, 2012 is a Sunday. In addition to other preferential rights, the holders of shares of Series J Preferred Stock are entitled to receive the liquidation preference, which is $25.00 per share, before the holders of Common Stock or any other shares of preferred stock of the Company that rank junior to the Series J Preferred Stock in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company’s affairs.

Generally, the shares of Series J Preferred Stock are not redeemable by the Company before March 7, 2017. However, upon the occurrence of a Change of Control (as defined below), each holder of shares of Series J Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date (as defined below), the Company has provided or provides notice of its election to redeem the Series J Preferred Stock) to convert some or all of the Series J Preferred Stock held by such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of shares of Common Stock per share of Series J Preferred Stock to be converted equal to the lesser of:

subject, in each case, to provisions for the receipt of alternative consideration as described in the Certificate of Designation.

If the Company has provided or provides a redemption notice, whether pursuant to the Company’s special optional redemption right in connection with a Change of Control or the Company’s optional redemption right, holders of shares of Series J Preferred Stock will not have any right to convert their shares of Series J Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series J Preferred Stock subsequently selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date.

A “Change of Control” is when, after the original issuance of the shares of Series J Preferred Stock, the following have occurred and are continuing:

The “Change of Control Conversion Date” will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Company provides the required notice of the occurrence of a Change of Control to the holders of shares of Series J Preferred Stock.

The “Common Stock Price” will be: (i) the amount of cash consideration per share of Common Stock, if the consideration to be received in the Change of Control by holders of shares of Common Stock is solely cash; and (ii) the average of the closing prices for the shares of Common Stock on the NYSE for the 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the consideration to be received in the Change of Control by holders of shares of Common Stock is other than solely cash.

The foregoing is a summary is not complete. A complete description of the Series J Preferred Stock is set forth in the Certificate of Designation filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The description of the Certificate of Designation included in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits

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.

Dated: March 8, 2012