8-KEarnings & ResultsLeadership ChangesRegulation FD+1

WELLTOWER INC. 8-K Report, Financial Results (Jan 29, 2009)

Filed January 29, 2009For Securities:WELL

Summary

This 8-K filing from Health Care REIT, Inc. (now Welltower Inc.) on January 29, 2009, primarily communicates two key pieces of information to investors. Firstly, the company issued a press release providing updated selected financial guidance for the fiscal year ended December 31, 2008. This guidance update is crucial for investors to recalibrate their expectations regarding the company's recent financial performance. Secondly, and perhaps more significantly, the filing details a change in executive leadership. Raymond W. Braun will not have his employment agreement renewed and will resign from his positions as President and a director of the company, effective January 31, 2009. He will receive a cash bonus and his long-term incentive compensation, with his stock options and restricted stock becoming fully vested. Mr. Braun will transition to a consulting role with significant compensation, subject to certain conditions and a non-competition agreement. Concurrently, George L. Chapman, who has been Chairman and CEO since 1996, will assume the additional role of President, consolidating leadership responsibilities.

Key Highlights

  • 1Health Care REIT, Inc. (WELL) released updated financial guidance for the year ended December 31, 2008.
  • 2Raymond W. Braun's employment agreement will expire and not be renewed as of January 31, 2009.
  • 3Mr. Braun will receive a 2008 performance bonus and his long-term incentive compensation will be paid in cash.
  • 4All of Mr. Braun's stock options and restricted stock grants will become fully vested and exercisable.
  • 5Mr. Braun will transition to a consulting role with the company through December 31, 2009, receiving a base fee of $800,000 plus potential performance bonus.
  • 6George L. Chapman will assume the role of President, in addition to his existing roles as Chairman and CEO, effective January 31, 2009.

Frequently Asked Questions

The company issued a press release on January 29, 2009, providing updated selected financial guidance for the fiscal year ended December 31, 2008. Investors should refer to the press release (Exhibit 99.1) for the specifics of this guidance.

Raymond W. Braun is departing as President and a director of the company effective January 31, 2009, as his employment agreement is not being renewed. Concurrently, George L. Chapman, the current Chairman and CEO, will also take on the role of President.

Mr. Braun will receive a cash bonus for his 2008 performance and his long-term incentive compensation will be paid in cash. All his stock options and restricted stock will become fully vested and, for options, exercisable until December 31, 2009. He will also serve as a consultant with an $800,000 base fee and eligibility for a discretionary bonus.

With Mr. Chapman already serving as Chairman and CEO since 1996, his appointment as President consolidates top leadership responsibilities within a single individual. This streamlined leadership structure may indicate a strategic decision by the board for unified command and direction of the company.