Healthpeak Properties: Director Changes and Executive Compensation

TL;DR

Healthpeak's board is changing: Powers out, Neithercut in. Executive pay details also released.

AI Summary

Healthpeak Properties, Inc. announced on April 25, 2024, the departure of Director Scott M. Powers and the election of new Director David J. Neithercut. The company also reported on compensatory arrangements for its named executive officers and matters submitted to a vote of security holders.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, while updates on executive compensation are closely watched by investors.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance matters and executive compensation, with no immediate financial risks indicated.

Key Players & Entities

• Healthpeak Properties, Inc. (company) — Registrant
• Scott M. Powers (person) — Departing Director
• David J. Neithercut (person) — Newly Elected Director
• HCP, Inc. (company) — Former Company Name
• Health Care Property Investors Inc (company) — Former Company Name

FAQ

Key Financial Figures

• $1.00 — nge on which registered Common Stock, $1.00 par value DOC New York Stock Exchange

Filing Documents

• tm2412770d1_8k.htm (8-K) — 56KB
• 0001104659-24-053055.txt ( ) — 227KB
• hcp-20240425.xsd (EX-101.SCH) — 3KB
• hcp-20240425_lab.xml (EX-101.LAB) — 33KB
• hcp-20240425_pre.xml (EX-101.PRE) — 22KB
• tm2412770d1_8k_htm.xml (XML) — 4KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b)Departure of Directors or Certain Officers Christine N. Garvey and David B. Henry retired from the Board of Directors (the "Board") of Healthpeak Properties, Inc. (the "Company") effective immediately prior to the 2024 annual meeting of stockholders held on April 25, 2024 (the "Annual Meeting"). In connection with their retirements pursuant to the Company's director term limit policy, the Board reduced its size from thirteen to eleven directors.

07

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, there were present, in person or by proxy, 636,242,256 shares of the Company's common stock, which represented approximately 89.66% of the shares entitled to vote and constituted a quorum. Set forth below are the voting results for the three proposals considered and voted upon at the Annual Meeting, each of which were described in the Company's definitive proxy Proposal 1 . All of the nominees listed below were elected to the Board of Directors of the Company, each having received the affirmative vote of a majority of the votes cast. For Against Abstain Broker Non-Votes % of Votes Cast Supporting Scott M. Brinker 582,831,626 4,068,380 479,750 48,862,500 99.31 % Katherine M. Sandstrom 553,781,817 33,118,908 479,031 48,862,500 94.36 % John T. Thomas 583,191,586 3,710,222 477,948 48,862,500 99.37 % Brian G. Cartwright 578,484,811 8,390,456 504,489 48,862,500 98.57 % James B. Connor 579,928,038 6,962,013 489,705 48,862,500 98.81 % R. Kent Griffin, Jr. 579,229,541 7,662,898 487,317 48,862,500 98.69 % Pamela J. Kessler 583,698,642 3,222,110 459,004 48,862,500 99.45 % Sara G. Lewis 566,873,595 20,035,240 470,921 48,862,500 96.59 % Ava E. Lias-Booker 583,544,342 3,331,289 504,125 48,862,500 99.43 % Tommy G. Thompson 582,923,497 3,962,088 494,171 48,862,500 99.32 % Richard A. Weiss 583,029,763 3,864,720 485,273 48,862,500 99.34 % Proposal 2 . The advisory vote to approve 2023 executive compensation was approved. For Against Abstain Broker Non-Votes % of Votes Cast Supporting 548,270,776 38,235,408 873,572 48,862,500 93.48 % Proposal 3 . The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending Decembe

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View this 8-K filing on SEC EDGAR