8-KLeadership ChangesExhibits & Filings

WELLTOWER INC. 8-K Report, Executive Changes (Jul 17, 2013)

Filed July 17, 2013For Securities:WELL

Summary

This 8-K filing from Health Care REIT, Inc. (now Welltower Inc.) on July 17, 2013, reports on the amended and restated employment agreement for its Chairman, CEO, and President, George L. Chapman. The primary focus of this filing is the modification of Mr. Chapman's employment terms, which were previously set to expire in January 2014. The updated agreement extends the potential term of employment and introduces several changes to compensation and termination provisions. Key adjustments include the removal of special performance share grants, revised severance calculations based on average bonuses, and a shorter severance period following a change in corporate control. These amendments reflect an evolving executive compensation structure and a potentially refined approach to executive transition and retention strategies within the company.

Key Highlights

  • 1Health Care REIT, Inc. (WELL) filed an 8-K on July 17, 2013, detailing changes to the employment agreement of its CEO, George L. Chapman.
  • 2The employment agreement was amended and restated, extending its potential term beyond the original January 31, 2014 expiration.
  • 3The new agreement features an initial term ending January 31, 2015, with two automatic one-year renewals unless not renewed by either party.
  • 4Mr. Chapman will no longer receive grants of special performance shares under the amended agreement.
  • 5Severance provisions have been adjusted, including a reduced period for enhanced benefits following a change in corporate control (12 months vs. 24 months).
  • 6Severance payments will be calculated based on the average of bonuses paid in the three preceding fiscal years, a change from the previous calculation method.
  • 7A one-year non-competition agreement is now applicable to Mr. Chapman upon termination for any reason other than the natural expiration of the agreement term.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce and detail the amendments to the employment agreement for Health Care REIT, Inc.'s Chairman, CEO, and President, George L. Chapman.

The amended agreement extends the term, removes special performance shares, modifies severance calculations (based on average bonuses), shortens the period for severance benefits after a change in control, and introduces a one-year non-competition clause.

The amended agreement has an initial term expiring on January 31, 2015, with the possibility of two automatic one-year renewals, extending the potential employment duration.

Yes, severance benefits have been modified. The period during which Mr. Chapman is entitled to certain payments and benefits upon termination without cause or resignation for good reason following a change in corporate control has been reduced from 24 months to 12 months. Additionally, monthly severance payments will be calculated based on the average of annual bonuses over the preceding three fiscal years, rather than the higher of specified bonus amounts.