Welltower Inc. Files 8-K with Corporate Updates

TL;DR

WELL filed an 8-K, expect updates on bylaws, shareholder votes, and financial docs. Debt guarantees mentioned.

AI Summary

Welltower Inc. filed an 8-K on May 24, 2024, reporting on events as of May 23, 2024. The filing indicates changes to its articles of incorporation or bylaws, submission of matters to a vote of security holders, and financial statements/exhibits. It also references specific debt instruments, including guarantees for notes due in 2028 and 2034 issued by Welltower OP LLC.

Why It Matters

This 8-K filing signals important corporate governance and financial updates for Welltower Inc., potentially impacting its structure and outstanding debt obligations.

Risk Assessment

Risk Level: low — This filing is routine and primarily informational, detailing corporate actions and financial disclosures without immediate negative or positive financial implications.

Key Numbers

• 2028 — Note Maturity Year (Refers to the maturity year of guaranteed notes.)
• 2034 — Note Maturity Year (Refers to the maturity year of guaranteed notes.)

Key Players & Entities

• Welltower Inc. (company) — Registrant
• May 23, 2024 (date) — Earliest event reported
• May 24, 2024 (date) — Filing date
• Welltower OP LLC (company) — Issuer of guaranteed notes
• 4.800% Notes due 2028 (dollar_amount) — Guaranteed debt instrument
• 4.500% Notes due 2034 (dollar_amount) — Guaranteed debt instrument

FAQ

Key Financial Figures

• $1.00 — ange on which registered Common stock, $1.00 par value per share WELL New York S

Filing Documents

• d832589d8k.htm (8-K) — 51KB
• d832589dex31.htm (EX-3.1) — 6KB
• d832589dex32.htm (EX-3.2) — 12KB
• 0001193125-24-147022.txt ( ) — 240KB
• well-20240523.xsd (EX-101.SCH) — 4KB
• well-20240523_def.xml (EX-101.DEF) — 14KB
• well-20240523_lab.xml (EX-101.LAB) — 23KB
• well-20240523_pre.xml (EX-101.PRE) — 15KB
• d832589d8k_htm.xml (XML) — 7KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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 23, 2024 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) (IRS Employer Identification No.) 4500 Dorr Street , Toledo , Ohio 43615 (Address of principal executive offices) (Zip Code) Registrants' 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 Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC WELL/28 New York Stock Exchange Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC WELL/34 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 Rule 12b-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. Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year . As discussed under Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting of Shareholders held on May 23, 2024 (the "Annual Meeting"), shareholders of Welltower Inc. (the "Company") approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter") to (i) limit the liability of certain officers as permitted by Delaware law and (ii) increase the number of authorized shares of the Company's common stock, $1.00 par value per share, from 700,000,000 shares to 1,400,000,000 shares. The amendment to the Charter became effective upon the filing of a Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Secretary of State of the State of Delaware (the "Secretary of State") on May 23, 2024. The Board of Directors of the Company (the "Board") also approved a Restated Certificate of Incorporation (the "Restated Charter"), that restated and integrated, but did not further amend, the Charter (as amended through the filing of the Certificate of Amendment). On May 23, 2024, the Company filed the Restated Charter with the Secretary of State, and it was effective upon filing. The foregoing summaries of the Certificate of Amendment and Restated Charter are qualified in all respects by reference to the text of the Certificate of Amendment and the Restated Charter, respectively, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Item5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the shareholders of the Company elected the nine directors nominated by the Board to serve until the 2025 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified; ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; approved, on an advisory basis, the compensation of the Company's named executive officers; approved an amendment to the Charter to limit the liability of certain officers as permitted by Delaware law; and approved an amendment to the Charter to increase the number of authorized shares of common stock. The proposals are further described in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 12, 2024 (the "2024 Proxy Statement"). 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. Propo

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