8-KShareholder Matters

WELLTOWER INC. 8-K Report, Shareholder Vote Results (May 22, 2026)

Filed May 22, 2026For Securities:WELL

Summary

Welltower Inc. (WELL) held its 2026 Annual Meeting of Shareholders on May 21, 2026, where key governance and financial matters were presented to shareholders. The meeting's primary outcomes include the re-election of all nine nominated directors, the ratification of Ernst & Young LLP as the company's independent auditor for the fiscal year 2026, and a shareholder vote against the advisory compensation of named executive officers. The election of directors and the ratification of the auditor both passed with strong support, indicating shareholder confidence in the company's leadership and financial oversight. However, the advisory vote on executive compensation failed to gain shareholder approval. This outcome suggests potential concerns among investors regarding the structure or level of compensation awarded to the company's top executives. While not binding, this vote serves as a significant signal to the board and management regarding shareholder sentiment on this critical issue. Investors will be closely watching how the company addresses this feedback in future compensation decisions.

Key Highlights

  • 1All nine director nominees were successfully elected to serve until the 2027 Annual Meeting.
  • 2Shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026.
  • 3The advisory resolution to approve the compensation of named executive officers was not approved by shareholders.
  • 4Director elections saw high 'For' votes, with some nominees receiving more support than others, but all were elected.
  • 5The ratification of the independent auditor received substantial 'For' votes.
  • 6The 'Against' votes for executive compensation significantly outweighed the 'For' votes, signaling shareholder dissatisfaction.
  • 7Broker non-votes were substantial for director elections and executive compensation votes, but zero for auditor ratification.

Frequently Asked Questions

The main outcomes were the election of all nine director nominees, the ratification of Ernst & Young LLP as the independent auditor for fiscal year 2026, and the failure to approve, on an advisory basis, the compensation of the company's named executive officers.

While advisory votes on executive compensation are not legally binding, they are a strong indicator of shareholder sentiment. A 'no' vote suggests that shareholders have concerns about how executive compensation is structured or awarded, and it signals to the board of directors and management that changes or better communication may be necessary.

While all directors were elected, there were varying levels of support among the nominees. Directors Ade J. Patton, Sergio D. Rivera, Johnese M. Spisso, and Kathryn M. Sullivan received fewer 'For' votes compared to other nominees, with a larger percentage of 'Against' votes. However, all ultimately secured enough votes for election.

Broker non-votes occur when a broker holding shares in 'street name' for a client has not received voting instructions from the client. The significant number of broker non-votes for director elections and executive compensation suggests that a substantial portion of shares were not directly voted by their beneficial owners on these matters. The absence of broker non-votes for the auditor ratification indicates that this was likely a routine matter where brokers typically vote by proxy if no instructions are received.