Summary
Welltower Inc. (WELL) filed an 8-K on December 4, 2018, primarily detailing significant corporate governance updates and strategic investment activities. The company announced an expansion of its Board of Directors, adding two new members, Karen DeSalvo and Johnese Spisso, and an increase in their compensation. Concurrently, Welltower updated its By-laws to implement proxy access, allowing significant shareholders to nominate directors, alongside other amendments to align with corporate law and enhance shareholder meeting procedures. These changes aim to strengthen corporate governance and shareholder engagement.
Key Highlights
- 1Welltower Inc. expanded its Board of Directors from ten to twelve members, appointing Karen DeSalvo and Johnese Spisso.
- 2The annual compensation for non-employee directors was increased by $10,000 (cash fee) and $20,000 (deferred stock units).
- 3The company's By-laws were amended to implement proxy access, permitting shareholders owning at least 3% of stock for three years to nominate directors.
- 4Other By-law updates include new director nominee representations, updated advance notice provisions, and clarifications on special meetings and shareholder meeting conduct.
- 5Welltower announced $1.0 billion in new off-market investment volume across 11 seniors housing and medical office transactions.
- 6A strategic investment partnership was formed with an affiliate of Qatar Investment Authority.
- 7The company settled a putative class action lawsuit related to the Quality Care Properties Inc. acquisition by agreeing to a negotiated payment, not material to its financial condition.
Frequently Asked Questions
The Board of Directors was expanded from ten to twelve members with the appointment of two new directors, Karen DeSalvo and Johnese Spisso. Their compensation will be consistent with existing non-employee directors, with an increase of $10,000 in the annual cash fee and $20,000 in the grant of deferred stock units.
Proxy access, implemented through amendments to Welltower's By-laws, allows a shareholder, or a group of up to 20 shareholders, owning at least 3% of the company's outstanding shares for at least three continuous years, to nominate and include director nominees in the company's proxy materials. This provides a mechanism for significant shareholders to participate more directly in director elections.
Welltower settled a putative class action lawsuit related to its acquisition of Quality Care Properties Inc. (QCP). The lawsuit alleged breaches of fiduciary duty by QCP's Board of Directors in connection with the merger. Welltower agreed to a settlement that includes a negotiated payment, which it stated is not material to its business or financial condition, and resolved disputes over the exclusive forum bylaw.
Welltower announced $1.0 billion in new off-market investment volume, comprising 11 separate transactions in seniors housing and medical office properties. Additionally, the company entered into a strategic investment partnership with an affiliate of Qatar Investment Authority, indicating significant growth and strategic alliances.