8-KLeadership ChangesMaterial Agreements

WELLTOWER INC. 8-K Report, Agreement Terminated (Jul 26, 2012)

Filed July 26, 2012For Securities:WELL

Summary

This Form 8-K filing by Health Care REIT, Inc. (now Welltower Inc.) on July 26, 2012, primarily reports the voluntary resignation of John T. Thomas, Executive Vice President-Medical Facilities. The resignation is effective July 25, 2012, and Mr. Thomas is leaving to pursue new opportunities. The company has entered into a Separation Agreement and General Release with Mr. Thomas, outlining specific financial and equity-related terms associated with his departure. Key aspects of the separation include a total payment of $472,708, with scheduled installments and a lump sum, along with continued COBRA payments through July 31, 2013. Additionally, there is accelerated vesting of restricted stock and stock options, with provisions for exercise and a potential performance-based bonus of up to $150,000 contingent on company objectives and Mr. Thomas's assistance. The filing also notes the termination of his prior employment agreement and confirms the inclusion of non-competition and non-solicitation clauses in the separation agreement.

Key Highlights

  • 1Resignation of John T. Thomas, Executive Vice President-Medical Facilities, effective July 25, 2012.
  • 2Mr. Thomas is leaving to pursue new opportunities.
  • 3Health Care REIT entered into a Separation Agreement and General Release with Mr. Thomas.
  • 4Total separation payment to Mr. Thomas is $472,708, paid in installments and a lump sum.
  • 5Company to cover Mr. Thomas's COBRA payments until July 31, 2013.
  • 6Accelerated vesting of 8,470 shares of restricted stock and options for 13,156 shares.
  • 7Potential for an additional $150,000 performance-based bonus tied to company objectives and Mr. Thomas's assistance.

Frequently Asked Questions

This 8-K filing is primarily to report the voluntary resignation of John T. Thomas, an Executive Vice President of Health Care REIT, Inc., and to detail the terms of his separation agreement with the company.

Mr. Thomas will receive a total of $472,708. This includes $372,708 paid in bi-monthly installments until July 31, 2013, and $100,000 paid on December 31, 2012. The company will also cover his COBRA payments through July 31, 2013.

Yes, his restricted stock (8,470 shares) and stock options (13,156 shares) have had their vesting accelerated as of the effective date of his resignation. These vested options are exercisable for 12 months post-resignation.

Yes, Mr. Thomas has the opportunity to earn up to an additional $150,000 if the company achieves certain objectives by December 31, 2012, and he cooperates and provides assistance in achieving those objectives.