8-KLeadership Changes

WELLTOWER INC. 8-K Report, Executive Changes (Jun 29, 2015)

Filed June 29, 2015For Securities:WELL

Summary

This Form 8-K filing by Health Care REIT, Inc. (now Welltower Inc.) on June 29, 2015, announces the retirement of Charles J. Herman, Jr., President of Seniors Housing and Post-Acute, effective July 1, 2015. The filing outlines the terms of his retirement agreement, including continued consulting services and specific benefits related to his departure. Investors should note that Mr. Herman will receive full vesting of his service-based stock awards and a pro-rated payout under the 2013-2015 Long-Term Incentive Program. He will also provide consulting services from July 1, 2015, to December 31, 2015, for a fee of $25,000 per month. This transition includes standard provisions like a release of claims and adherence to restrictive covenants.

Key Highlights

  • 1Charles J. Herman, Jr., President of Seniors Housing and Post-Acute, is retiring effective July 1, 2015.
  • 2The company has entered into a retirement agreement with Mr. Herman.
  • 3Mr. Herman will continue to provide consulting services to the company from July 1, 2015, to December 31, 2015, at a rate of $25,000 per month.
  • 4Service-based stock awards for Mr. Herman will become fully vested upon his retirement.
  • 5Mr. Herman will receive a pro-rated payout from the 2013-2015 Long-Term Incentive Program based on performance through June 30, 2015.
  • 6The retirement agreement includes a customary release of claims by Mr. Herman and restrictive covenants such as non-compete and non-solicit.
  • 7The filing was made on June 29, 2015, with the earliest event date reported as June 23, 2015.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce the retirement of Charles J. Herman, Jr., President of Seniors Housing and Post-Acute, and to disclose the terms of his retirement and consulting agreement.

Mr. Herman will receive termination benefits as per his existing employment agreement, full vesting of his service-based stock awards, and a pro-rated performance payout under the 2013-2015 Long-Term Incentive Program.

Yes, Mr. Herman will provide consulting services to the company from July 1, 2015, through December 31, 2015, for a monthly fee of $25,000.

Yes, Mr. Herman is obligated to comply with restrictive covenants, including non-compete, non-solicit, non-disparagement, and protection of the company's confidential information.