8-KMaterial AgreementsExhibits & Filings

WELLTOWER INC. 8-K Report, Material Agreement (Feb 18, 2005)

Filed February 18, 2005For Securities:WELL

Summary

This 8-K filing from Health Care REIT, Inc. (now Welltower Inc.), dated February 18, 2005, details the entry into new indemnification agreements with its directors, executive officers, and officers, effective February 14, 2005. These agreements aim to provide comprehensive legal protection, indemnifying covered individuals to the fullest extent permitted by law against potential liabilities arising from their service to the company. The Board of Directors approved these agreements on January 24, 2005. While these agreements enhance the protection for the company's leadership, they also stipulate that individuals must reimburse the company for any advanced funds if it's ultimately determined they are not entitled to indemnification. This move underscores the company's commitment to retaining and protecting its leadership team.

Key Highlights

  • 1Health Care REIT, Inc. entered into new indemnification agreements with all directors, executive officers, and officers.
  • 2The agreements, effective February 14, 2005, were approved by the Board of Directors on January 24, 2005.
  • 3The company will indemnify covered individuals to the full extent provided by law for actions related to their service.
  • 4This indemnification covers any threatened, pending, or completed action, suit, proceeding, inquiry, or investigation.
  • 5Indemnified individuals are obligated to reimburse the company for advanced amounts if ultimately not entitled to indemnification.
  • 6A list of specific directors, executive officers, and officers who entered into these agreements is provided.
  • 7Exhibit 10.1 contains the form of the indemnification agreement.

Frequently Asked Questions

The main purpose of this 8-K filing is to report that Health Care REIT, Inc. (now Welltower Inc.) has entered into new indemnification agreements with its directors, executive officers, and officers. These agreements provide legal protection for these individuals against potential liabilities incurred while serving the company.

The indemnification agreements cover all of the company's directors, executive officers, and officers. A specific list of these individuals is included in the filing.

The agreements offer indemnification to the fullest extent permitted by law. This means the company will cover legal costs and potential liabilities if a covered individual is involved in any legal action, suit, proceeding, inquiry, or investigation due to their relationship with or service to the company.

Yes, while the company agrees to indemnify covered individuals, these individuals are obligated to reimburse the company for any amounts advanced if it is ultimately determined that they are not entitled to indemnification. The agreements also operate in conjunction with the company's By-Laws, which also provide indemnification to the extent permitted by law.