8-KLeadership Changes

WELLTOWER INC. 8-K Report, Executive Changes (Jul 8, 2019)

Filed July 8, 2019For Securities:WELL

Summary

This 8-K filing from Welltower Inc. (WELL) on July 8, 2019, primarily details the formalization of the departure of Mercedes T. Kerr, formerly Executive Vice President – Business and Relationship Management, effective July 1, 2019. The departure was previously announced due to her assumption of a new role at Belmont Village Senior Living. The filing outlines the terms of Ms. Kerr's Resignation Agreement, specifying her compensation and benefits upon leaving. These include a prorated cash incentive bonus for fiscal year 2019, a prorated payout of outstanding performance units based on company performance through June 30, 2019, and accelerated vesting of certain stock awards. The agreement also includes standard provisions such as mutual non-disparagement, a release of claims, and restrictive covenants like non-compete and non-solicitation clauses.

Key Highlights

  • 1Formalized departure of Executive Vice President Mercedes T. Kerr, effective July 1, 2019.
  • 2Ms. Kerr is leaving to assume the role of President at Belmont Village Senior Living.
  • 3Resignation Agreement details Ms. Kerr's departure compensation, including a prorated 2019 bonus.
  • 4Ms. Kerr will receive prorated payouts of outstanding performance units based on company performance through June 30, 2019.
  • 5Accelerated vesting of certain service-based restricted stock or restricted stock unit awards granted in 2016 and 2018.
  • 6Agreement includes mutual non-disparagement, release of claims, non-compete, and non-solicitation clauses.

Frequently Asked Questions

The main purpose of this 8-K filing is to formally disclose the terms of the resignation agreement between Welltower Inc. and its former Executive Vice President, Mercedes T. Kerr, who departed the company on July 1, 2019.

Ms. Kerr will receive a prorated cash incentive bonus for fiscal year 2019, a prorated payout of outstanding performance units based on company performance through June 30, 2019, and accelerated vesting of certain service-based restricted stock or unit awards granted in 2016 and 2018.

Yes, Ms. Kerr is bound by a mutual non-disparagement covenant and must comply with restrictive covenants, including a non-compete, a non-solicitation agreement, and obligations to protect the company's confidential information.

Yes, Ms. Kerr's departure was previously disclosed by Welltower in a Form 8-K filing on May 21, 2019, as she was leaving to assume a new role as President of Belmont Village Senior Living.