UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 OR 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 20, 2019
Welltower Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1-8923 | 34-1096634 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
4500 Dorr Street, Toledo, Ohio | 43615 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (419)247-2800
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $1.00 par value per share | WELL | New York Stock Exchange | ||
4.800% Notes due 2028 | WELL28 | New York Stock Exchange | ||
4.500% Notes due 2034 | WELL34 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Mercedes Kerr, who currently serves as the Executive Vice President, Business & Relationship Management of Welltower Inc. (the “Company”), will leave her current role on July 1, 2019 in order to assume the role of President of Belmont Village Senior Living, effective as of September 3, 2019.
Item 7.01 – Regulation FD Disclosure.
The Company issued a press release on May 20, 2019 announcing Ms. Kerr’s upcoming departure. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated in this Item 7.01 by reference.
The information contained in, or incorporated into, Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.
Item 9.01 -Financial Statements and Exhibits.
(d) Exhibits.
99.1 | Press release of Welltower Inc. dated May 20, 2019 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 21, 2019
WELLTOWER INC. | ||
By: | /s/ Matthew McQueen | |
Name: | Matthew McQueen | |
Title: | Senior Vice President - General Counsel & Corporate Secretary |