8-KLeadership ChangesExhibits & Filings

WELLTOWER INC. 8-K Report, Executive Changes (Dec 8, 2010)

Filed December 8, 2010For Securities:WELL

Summary

This 8-K filing from Health Care REIT, Inc. (now Welltower Inc.) on December 8, 2010, primarily details an amended and restated employment agreement with its Chairman, CEO, and President, George L. Chapman. The agreement extends through January 31, 2014, with an optional three-year renewal. Key aspects include a base salary of not less than $653,145, eligibility for discretionary bonuses, and an annual award of $1,000,000 in company common stock, beginning January 31, 2011. The agreement also outlines significant severance provisions. In case of termination without cause, Mr. Chapman is entitled to a severance payment calculated based on the remaining term of the agreement or 24 months, whichever is greater. This amount is further enhanced to 36 months of severance if termination occurs without cause or resignation for good reason within 24 months following a change in corporate control. Vesting of stock options and awards is accelerated under specific termination scenarios, including death, disability, or termination without cause/resignation for good reason post-change in control.

Key Highlights

  • 1Amended and restated employment agreement for CEO George L. Chapman, extending term to January 31, 2014, with an optional three-year renewal.
  • 2Annual base salary for Mr. Chapman set at a minimum of $653,145.
  • 3Annual award of $1,000,000 in company common stock to Mr. Chapman, commencing January 31, 2011, and continuing annually.
  • 4Significant severance package for termination without cause, calculated based on remaining agreement term or 24 months.
  • 5Enhanced severance of 36 months for termination without cause or resignation for good reason within 24 months of a change in corporate control.
  • 6Accelerated vesting of stock options and restricted stock awards upon certain termination events, including death, disability, and termination without cause/resignation for good reason following a change in control.
  • 7Non-competition and non-solicitation clauses are in effect upon termination under specific conditions.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose the details of an amended and restated employment agreement between Health Care REIT, Inc. (now Welltower Inc.) and its Chairman, CEO, and President, George L. Chapman, including compensation, benefits, and severance provisions.

The agreement has an initial term through January 31, 2014, with an option for a three-year renewal. His minimum annual base salary is set at $653,145.

If terminated without cause, Mr. Chapman is entitled to severance equivalent to the present value of monthly payments for the remaining term or 24 months, whichever is greater. This increases to 36 months if the termination occurs within 24 months following a change in corporate control.

In the event of termination without cause, death, disability, or resignation for good reason (especially within 24 months of a change in control), his stock options and restricted stock awards would become vested and, for options, immediately exercisable.