WELLTOWER INC. Item 1.01. Entry into a Material Definitive Agreement.
The information set forth above under Explanatory Note is incorporated hereunder by reference.
LLC Conversion
As disclosed above, the LLC Conversion became effective on
Following the LLC Conversion, the business and management of Welltower OP are
identical to the business and management of Welltower OP immediately before the
LLC Conversion, and New Welltower will continue to conduct its business
exclusively through Welltower OP. The consolidated assets and liabilities of
Welltower OP immediately following the LLC Conversion are identical to the
consolidated assets and liabilities of Welltower OP immediately before the LLC
Conversion. None of the properties owned by Welltower OP or its subsidiaries or
any interests therein have been or will be transferred as part of the LLC
Conversion. All material indebtedness of Welltower OP immediately prior to the
LLC Conversion is expected to be indebtedness of Welltower OP after the LLC
Conversion. Welltower OP is expected to remain the borrower under its
Limited Liability Company Agreement
At the effective time of the LLC Conversion, New Welltower entered into a Limited Liability Company Agreement of Welltower OP (the "LLC Agreement") as the initial member (the "Initial Member"). A summary of material terms of the LLC Agreement is set forth below.
Management of Welltower OP
All management powers over the business and affairs of Welltower OP are and will be exclusively vested in the board of directors of Welltower OP (the "Welltower OP Board"), subject to certain limited approval and voting rights of Welltower OP's members (the "Members"). The Welltower OP Board's powers include the ability to cause Welltower OP to enter into certain major transactions, including a merger or a sale of substantially all of the assets. All directors will be elected by the Initial Member, and other future Members of Welltower OP will have no right to elect the members of the Welltower OP Board.
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The LLC Agreement requires Welltower OP to be operated in a manner that enables the Initial Member to satisfy the requirements for being classified as a real estate investment trust (a "REIT") for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), and to ensure that Welltower OP will not be classified as a "publicly traded partnership" taxable as a corporation under Section 7704 of the Code.
Outside Activities of Welltower OP
Subject to certain exceptions, substantially all of the assets of the Initial Member will consist of its OP Units. The LLC Agreement shall not be deemed to prohibit the Initial Member from executing any guaranty of any debt incurred by Welltower OP or its subsidiaries.
Capitalization
The LLC Agreement initially provides for three classes of OP Units: Class A
Common Units, LTIP Units, and Option Units (collectively, the "Units"). Class A
Common Units are the general common class of Units (not specifically designated
by the Welltower OP Board as being of another specified class of Units), and
each Class A Common Unit represents the ownership of an underlying single share
in Welltower OP with a par value of
Item 3.03 Material Modification of Rights of Securityholders.
The information set forth under and/or incorporated by reference into Item 1.01 above is incorporated hereunder by reference.
Item 5.01 Changes in Control of the Registrant.
The information set forth under and/or incorporated by reference into Item 1.01 above is incorporated hereunder by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth under and/or incorporated by reference into Item 1.01 above is incorporated hereunder by reference.
The executive officers of Welltower OP immediately before the LLC Conversion continue serve in the same positions and hold the same titles with Welltower OP immediately after the LLC Conversion.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2022 Annual Meeting of Shareholders held on
The tables below set forth the number of votes cast for and against, and the
number of abstentions and broker
non-votes,
for each matter voted upon by the Company's shareholders.
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Proposal #1 - The election of ten directors to hold office until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified:
Broker
Nominee For Against Abstentions Non-Votes
Kenneth J. Bacon 356,755,249 31,791,256 228,464 26,946,405
Karen B. DeSalvo 387,652,042 926,476 196,451 26,946,405
Philip L. Hawkins 386,104,487 2,440,135 230,347 26,946,405
Dennis G. Lopez 386,829,419 1,710,423 235,127 26,946,405
Shankh Mitra 387,704,746 853,686 216,537 26,946,405
Ade J. Patton 386,081,122 2,465,437 228,410 26,946,405
Diana W. Reid 386,124,822 2,453,051 197,096 26,946,405
Sergio D. Rivera 386,011,311 2,547,511 216,147 26,946,405
Johnese M. Spisso 380,285,948 8,265,910 223,111 26,946,405
Kathryn M. Sullivan 384,678,331 3,892,710 203,928 26,946,405
Each of the directors was elected at the Annual Meeting.
Proposal #2 - The approval of an amendment to the Certificate of Incorporation
of
Broker
For Against Abstentions Non-Votes
387,019,228 1,296,065 459,676 26,946,405
This proposal was approved at the Annual Meeting.
Proposal #3 - The ratification of the appointment of
Broker
For Against Abstentions Non-Votes
396,236,828 19,098,524 386,022 0
This proposal was approved at the Annual Meeting.
Proposal #4 - The approval, on an advisory basis, of the compensation of the Company's named executive officers as disclosed in the 2022 Proxy Statement:
Broker
For Against Abstentions Non-Votes
329,458,606 58,565,358 751,005 26,946,405
This proposal was approved at the Annual Meeting.
Item 8.01 Other Events.
The information set forth under and/or incorporated by reference into Item 1.01 above is incorporated hereunder by reference.
Federal Income Tax Considerations
The Company is filing as Exhibit 99.1 (incorporated by reference herein) a discussion of certainU.S. federal income tax considerations relating to the Company's qualification and taxation as a REIT and federal income taxation of holders of the Company's common stock, depositary shares, debt securities, and warrants. The description contained in Exhibit 99.1 to this Form 8-K replaces and supersedes prior descriptions of theU.S. federal income tax treatment of the Company and its security holders contained in Exhibit 99.1 to the Company's Form 8-K12B filed onApril 1, 2022 to the extent that they are inconsistent with the description contained in this Form 8-K. 8
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Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995. When we use words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, we are making forward-looking statements. Forward-looking statements, including, but not limited to, statements regarding the impacts of the LLC Conversion on our financial condition, business operations, financial statements and outstanding securities and our ability to realize the expected benefits of LLC Conversion, are not guarantees of future performance and involve risks and uncertainties that may cause our actual results to differ materially from our expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to, the risk that changes in legislation or regulations may change the tax consequences of the LLC Conversion and those factors discussed in our reports filed from time to time with theSecurities and Exchange Commission . We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements.
Item 9.01 Financial Statements and Exhibits
.
(d) Exhibits.
3.1 Certificate of Formation ofWelltower OP LLC . 3.2 Limited Liability Company Agreement ofWelltower OP LLC , dated as ofMay 24, 2022 . 99.1 Taxation. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 9
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