UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointments of Certain Officers; Compensatory Arrangements of Certain Officers
On April 13, 2020, the Board of Directors approved the executive promotions and title changes of Shankh Mitra to Vice Chair, Chief Operating Officer and Chief Investment Officer of Welltower Inc. (the “Company”) and Tim McHugh to Executive Vice President - Chief Financial Officer of the Company, both effective immediately. Prior to these promotions, Mr. Mitra served as Executive Vice President - Chief Investment Officer of the Company and Mr. McHugh served as the Senior Vice President - Chief Financial Officer of the Company.
On April 13, 2020, the Company entered into a new Employment Agreement with Thomas J DeRosa, the Company’s Chief Executive Officer, which will become effective on April 13, 2020 upon the expiration of his current employment agreement.
Mr. DeRosa’s new Employment Agreement is the same in all material respects as his current terms and conditions of employment except with respect to the following specific provisions.
The new Employment Agreement updates the terms of Mr. DeRosa’s non-competition covenant to be consistent with the terms of the Long-Term Incentive Programs established pursuant to the Welltower Inc. 2016 Long-Term Incentive Plan, which were adopted by the Company following the effective date of Mr. DeRosa’s prior employment agreement. It also provides that certain terminations of employment shortly prior to the occurrence of a Change in Corporate Control will be considered to be made on account of a Change in Corporate Control. Finally, the new Employment Agreement provides that for the next renewal cycle, a decision by the Company not to renew the Employment Agreement will be deemed to be a termination without cause by the Company of Mr. DeRosa’s employment.
The foregoing description of the new Employment Agreement is qualified in its entirety by reference to such agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits.
| Exhibit |
Exhibit Description | |
| 99.1 |
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| 104 |
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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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: April 16, 2020
| WELLTOWER INC. | ||
| By: |
/s/ MATTHEW MCQUEEN | |
| Name: |
Matthew McQueen | |
| Title: |
Senior Vice President - General Counsel and Corporate Secretary | |
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