8-KLeadership ChangesMaterial AgreementsRegulation FD+1

WELLTOWER INC. 8-K Report, Material Agreement (Mar 23, 2006)

Filed March 23, 2006For Securities:WELL

Summary

This 8-K filing from Health Care REIT, Inc. (WELL) on March 23, 2006, primarily announces significant changes in its executive leadership team. The most notable appointment is Scott A. Estes as Senior Vice President and Chief Financial Officer, replacing Raymond W. Braun in that specific role, though Mr. Braun will continue as President. Mr. Estes's compensation has been increased, and his employment agreement outlines specific severance and vesting provisions triggered by termination without cause or a change in corporate control. The filing also details the appointments of other key officers, including Charles J. Herman, Jr. as Executive Vice President and Chief Investment Officer, Jeffrey H. Miller as Executive Vice President and General Counsel, Erin C. Ibele as Senior Vice President-Administration and Corporate Secretary, and Michael A. Crabtree as Vice President and Treasurer. These strategic appointments indicate a strengthening of the company's financial and operational leadership.

Key Highlights

  • 1Scott A. Estes appointed Senior Vice President and Chief Financial Officer, effective March 17, 2006.
  • 2Mr. Estes's annual base salary increased to $225,000.
  • 3Employment agreement for Mr. Estes includes severance provisions for termination without cause or change in corporate control.
  • 4Stock options and restricted stock awards for Mr. Estes will vest upon change in corporate control, death, disability, or termination without cause.
  • 5Raymond W. Braun will continue as President, stepping down from the CFO role.
  • 6Several other key executive appointments made, including Chief Investment Officer and General Counsel.
  • 7The filing includes a press release dated March 17, 2006, detailing these appointments.

Frequently Asked Questions

Scott A. Estes has been appointed as the Senior Vice President and Chief Financial Officer, effective March 17, 2006. He was previously the Vice President of Finance.

If Mr. Estes is terminated without cause, he is entitled to severance pay for the remaining term of his agreement or 12 months, whichever is greater. In the event of a 'change in corporate control' followed by his resignation within 12 months, he would receive 24 months of severance pay. These payments are structured as monthly installments or a lump sum, based on his base salary and bonus potential.

Yes, the company also appointed Charles J. Herman, Jr. as Executive Vice President and Chief Investment Officer, Jeffrey H. Miller as Executive Vice President and General Counsel, Erin C. Ibele as Senior Vice President-Administration and Corporate Secretary, and Michael A. Crabtree as Vice President and Treasurer.

In the event of a change in corporate control, Mr. Estes's stock option and restricted stock awards under the company's incentive plans would become vested and immediately exercisable. This also applies in cases of his death, disability, or termination without cause.