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 7, 2015
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
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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Shareholders (the “Annual Meeting”) of Health Care REIT, Inc. (the “Company”) was held on May 7, 2015 in New York, New York. The voting results for each of the proposals submitted to a vote of the shareholders at the Annual Meeting are set forth below.
Proposal #1 — 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 | ||||||||||||
| Thomas J. DeRosa |
280,648,318 | 734,479 | 571,457 | 37,876,906 | ||||||||||||
| Jeffrey H. Donahue |
279,211,159 | 2,178,016 | 565,079 | 37,876,906 | ||||||||||||
| Fred S. Klipsch |
279,600,110 | 1,776,720 | 577,424 | 37,876,906 | ||||||||||||
| Geoffrey G. Meyers |
280,933,406 | 447,030 | 573,818 | 37,876,906 | ||||||||||||
| Timothy J. Naughton |
279,808,725 | 1,559,076 | 586,453 | 37,876,906 | ||||||||||||
| Sharon M. Oster |
279,132,479 | 2,264,171 | 557,604 | 37,876,906 | ||||||||||||
| Judith C. Pelham |
281,064,371 | 327,874 | 562,009 | 37,876,906 | ||||||||||||
| Sergio D. Rivera |
279,800,585 | 1,568,142 | 585,527 | 37,876,906 | ||||||||||||
| R. Scott Trumbull |
277,976,599 | 3,407,857 | 569,798 | 37,876,906 | ||||||||||||
Proposal #2 — Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year 2015:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 303,994,006 | 13,289,559 | 2,547,595 | 0 |
Proposal #3 — Approval of the compensation of the named executive officers of the Company as disclosed in the proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 274,632,975 | 6,119,485 | 1,201,794 | 37,876,906 |
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.
| HEALTH CARE REIT, INC. | ||
| By: | /s/ THOMAS J. DEROSA | |
| Name: | Thomas J. DeRosa | |
| Title: | Chief Executive Officer | |
Dated: May 11, 2015