8-KMaterial AgreementsExhibits & Filings

WELLTOWER INC. 8-K Report, Material Agreement (Jan 27, 2006)

Filed January 27, 2006For Securities:WELL

Summary

Health Care REIT, Inc. (WELL) filed an 8-K on January 26, 2006, detailing changes to its executive and director compensation for the 2006 fiscal year. The report outlines the structure of executive compensation, which includes base salaries, annual incentives tied to corporate performance (Funds Available for Distribution per share, net real estate investments, and credit ratings), and long-term incentives under the 2005 Long-Term Incentive Plan. The company also disclosed the 2005 cash bonuses awarded and the 2006 base salaries for its named executive officers. Furthermore, the filing specifies the compensation structure for non-employee directors for 2006, including annual retainers, committee chair fees, and meeting attendance fees. These directors are also eligible for equity awards, with deferred stock units granted in January 2006. The long-term incentive awards for both executives and directors are designed to align management and stockholder interests through equity-based compensation and are subject to vesting schedules and performance metrics.

Key Highlights

  • 1Health Care REIT (WELL) announced changes to executive and director compensation plans.
  • 2Executive compensation comprises base salary, annual incentives, and long-term equity incentives.
  • 3Annual incentive compensation for executives is primarily based on corporate performance metrics like FAD per share, net real estate investments, and credit ratings.
  • 4Long-term incentives are weighted towards corporate performance (total stockholder return, net real estate investments, FAD payout ratio) and individual performance, with awards granted as restricted stock and stock options.
  • 52005 cash bonuses and 2006 base salaries for named executive officers were disclosed.
  • 6Non-employee directors will receive annual retainers, committee fees, and per-meeting fees for exceeding a set number of meetings.
  • 7Non-employee directors received deferred stock units valued at $70,000, vesting over three years.

Frequently Asked Questions

For 2005, executive bonuses were primarily tied to corporate performance goals, including Funds Available for Distribution (FAD) per share, net real estate investments, and the maintenance of credit ratings. For certain executives, investment activity also played a role.

Long-term incentive awards for executives are based on corporate performance goals (three-year total stockholder return, net real estate investments, FAD payout ratio) and individual performance. These awards are granted as a mix of restricted shares (75%) and stock options (25%), with both vesting over five years.

For 2006, non-employee directors will receive an annual retainer of $45,000, additional fees for committee chair positions, and fees for attending more than four board or committee meetings per year. They also received deferred stock units valued at $70,000, which vest over three years.

This filing primarily details changes in compensation structures and awards made in early 2006. While it clarifies management and director compensation, which indirectly impacts shareholder value through performance alignment, it does not involve immediate financial transactions or changes to the company's financial statements that would directly affect shareholders.