WELLTOWER INC. Files DEF 14A for Fiscal Year Ending 2024-05-23

Ticker: WELL · Form: DEF 14A · Filed: Apr 12, 2024 · CIK: 766704

Welltower Inc. DEF 14A Filing Summary
FieldDetail
CompanyWelltower Inc. (WELL)
Form TypeDEF 14A
Filed DateApr 12, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$5.9B, $5.9 billion, $6.1 billion, $2.1 billion, $4.0 billion
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, WELLTOWER INC., Executive Compensation, Corporate Governance, Shareholder Meeting

TL;DR

<b>WELLTOWER INC. has filed its Definitive Proxy Statement (DEF 14A) for the fiscal year ending May 23, 2024.</b>

AI Summary

WELLTOWER INC. (WELL) filed a Proxy Statement (DEF 14A) with the SEC on April 12, 2024. WELLTOWER INC. filed a DEF 14A on 2024-04-12. The filing covers the fiscal year ending 2024-05-23. The company's principal executive offices are located at 4500 Dorr Street, Toledo, OH 43615. The company was formerly known as HEALTH CARE REIT INC /DE/ until 1992-07-03. The filing includes data related to executive compensation for the years 2020-2023.

Why It Matters

For investors and stakeholders tracking WELLTOWER INC., this filing contains several important signals. This DEF 14A filing is crucial for shareholders as it details executive compensation, board member information, and proposals to be voted on at the annual meeting, directly impacting corporate governance and shareholder rights. The filing provides historical financial data and executive compensation details for the past several years, allowing investors to track performance trends and assess the alignment of executive pay with company results.

Risk Assessment

Risk Level: low — WELLTOWER INC. shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material financial information or significant strategic shifts.

Analyst Insight

Review the executive compensation details and any shareholder proposals within the DEF 14A to understand potential impacts on corporate governance and shareholder value.

Key Numbers

  • 2024-05-23 — Conformed Period of Report (Fiscal Year End)
  • 2024-04-12 — Filed As Of Date (Filing Date)
  • 1992-07-03 — Date of Name Change (Transition from HEALTH CARE REIT INC /DE/)

Key Players & Entities

  • WELLTOWER INC. (company) — Filer name
  • 4500 DORR STREET (address) — Business and Mail Address
  • TOLEDO (location) — Business and Mail City
  • OH (location) — Business and Mail State
  • 43615 (postal_code) — Business and Mail ZIP
  • HEALTH CARE REIT INC /DE/ (company) — Former Company Name
  • ShankhMitra (person) — Executive Compensation Data
  • Thomas J. Derosa (person) — Executive Compensation Data

FAQ

When did WELLTOWER INC. file this DEF 14A?

WELLTOWER INC. filed this Proxy Statement (DEF 14A) with the SEC on April 12, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by WELLTOWER INC. (WELL).

Where can I read the original DEF 14A filing from WELLTOWER INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by WELLTOWER INC..

What are the key takeaways from WELLTOWER INC.'s DEF 14A?

WELLTOWER INC. filed this DEF 14A on April 12, 2024. Key takeaways: WELLTOWER INC. filed a DEF 14A on 2024-04-12.. The filing covers the fiscal year ending 2024-05-23.. The company's principal executive offices are located at 4500 Dorr Street, Toledo, OH 43615..

Is WELLTOWER INC. a risky investment based on this filing?

Based on this DEF 14A, WELLTOWER INC. presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material financial information or significant strategic shifts.

What should investors do after reading WELLTOWER INC.'s DEF 14A?

Review the executive compensation details and any shareholder proposals within the DEF 14A to understand potential impacts on corporate governance and shareholder value. The overall sentiment from this filing is neutral.

How does WELLTOWER INC. compare to its industry peers?

WELLTOWER INC. operates as a Real Estate Investment Trust (REIT) primarily focused on healthcare-related real estate.

Are there regulatory concerns for WELLTOWER INC.?

As a publicly traded company, WELLTOWER INC. is subject to SEC regulations, including the requirement to file Definitive Proxy Statements (DEF 14A) for shareholder communication and voting.

Industry Context

WELLTOWER INC. operates as a Real Estate Investment Trust (REIT) primarily focused on healthcare-related real estate.

Regulatory Implications

As a publicly traded company, WELLTOWER INC. is subject to SEC regulations, including the requirement to file Definitive Proxy Statements (DEF 14A) for shareholder communication and voting.

What Investors Should Do

  1. Analyze the executive compensation packages detailed in the filing.
  2. Review any proposals presented for shareholder vote.
  3. Note the company's historical information and name change details.

Key Dates

  • 2024-04-12: DEF 14A Filing — Definitive Proxy Statement filed for the fiscal year ending 2024-05-23.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure. Specific comparative financial data from the previous filing is not detailed here.

Filing Stats: 4,336 words · 17 min read · ~14 pages · Grade level 17.6 · Accepted 2024-04-12 07:32:49

Key Financial Figures

  • $5.9B — 7% DIVIDEND YIELD (as of 12/31/2023) $5.9B PRO RATA GROSS INVESTMENTS 2018-2023
  • $5.9 billion — s and strong retention rates Completed $5.9 billion of pro rata gross investments during 20
  • $6.1 billion — ecember 31, 2023 , we had approximately $6.1 billion of available liquidity inclusive of $2.
  • $2.1 billion — ion of available liquidity inclusive of $2.1 billion of available cash and restricted cash a
  • $4.0 billion — ricted cash and full capacity under our $4.0 billion line of credit Continued to meaningful
  • $1.0 billion — ces through our issuance in May 2023 of $1.0 billion of 2.75% exchangeable senior unsecured
  • $385 million — nsecured notes maturing in 2028 Issued $385 million of secured debt at a blended average in
  • $2.44 — care REIT peers Paid cash dividends of $2.44 per share, with the dividend paid in Ma
  • $1.04 billion — L Health-Safety Rating Fully allocated $1.04 billion of net proceeds from the December 2019

Filing Documents

Executive Compensation

Executive Compensation 30 Compensation Discussion and Analysis 30 Executive Officers 31 Executive Summary 31 Who Makes Compensation Decisions? 34 Investor Outreach and Compensation Program Changes 35 Compensation Peer Group 37 Compensation Elements and Results 38 Other Compensation Information 53 Compensation Committee Report 54

Executive Compensation Tables

Executive Compensation Tables 55 Summary Compensation Table 55 2023 Grants of Plan-Based Awards Table 56 2023 Outstanding Equity Awards at Fiscal Year-End Table 57 2023 Option Exercises and Stock Vested Table 59 Potential Payments Upon Termination or Change In Corporate Control 59 Risk Management and Compensation 63 Proposal 4 – Amendment to the Amended and Restated Certificate of Incorporation of Welltower to Limit the Liability of Certain Officers as Permitted by Delaware Law 64 Proposal 5 – Amendment to the Amended and Restated Certificate of Incorporation of Welltower to Increase the Number of Authorized Shares of Common Stock 66

Security Ownership of Directors and Management and Certain Beneficial Owners

Security Ownership of Directors and Management and Certain Beneficial Owners 68 General Information 71 Pay Versus Performance 74 Pay Ratio 77 Equity Compensation Plan Information 78 Other Matters 78 Appendix A - Non-GAAP Financial Measures 79 FREQUENTLY REFERENCED INFORMATION Board and Governance Highlights 10 Director and Committee Membership 11 Nomination Process for Board Election 13 Key Risk Oversight Responsibilities of the Board and its Committees 15 Summary of Board Skills and Diversity 19 Director Nominees 20 Director Compensation 23 Director Eq uity Ownership Guidelines 25 Investor Outreach and Compensation Program Changes 35 Compensation Peer Group 37 In this Proxy Statement, the terms "Welltower," "we," and "our" refer to Welltower Inc. This Proxy Statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated into this Proxy Statement by reference. This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our environmental and social goals, commitments, and strategies. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks and uncertainties that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. We assume no obligation to update any forward-looking statements or information, which speak as of their respective dates. The approximate date on which these materials will be first made available or sent to shareholders is April 12, 2024. WELLTOWER 2024 Proxy Statement 3 Proxy Statement Summary 2023 BUSINESS HIGHLIGHTS Welltower Inc. (NYSE: WELL), a real estate investment trust ("REIT") and an S&P

PROPERTIES

PROPERTIES BBB+/Baa1 INVESTMENT GRADE BALANCE SHEET 2.7% DIVIDEND YIELD (as of 12/31/2023) $5.9B PRO RATA GROSS INVESTMENTS 2018-2023 Share Price Performance 55.4% Total Shareholder Return Since 2018 4 WELLTOWER 2024 Proxy Statement Proxy Statement Summary 2023 Business Highlights Portfolio Reported total portfolio year-over-year average same store net operating income ("SSNOI") growth of 12.6% (1) , driven by SSNOI growth in our seniors housing operating ("SHO") portfolio of 24.4% (1) Achieved SHO portfolio year-over-year average same store revenue growth of 9.8% (1) while driving nearly 300 basis points of SSNOI margin expansion Maintained outpatient medical portfolio same store occupancy at approximately 95% throughout the year, with high-60% operating margins and strong retention rates Completed $5.9 billion of pro rata gross investments during 2023 , including property acquisitions at substantial discounts to replacement cost and highly structured debt investments with significant downside protection Announced strategic dissolution of joint ventures with Revera and Chartwell, representing key milestones in our seven-year contract modernization initiative and driving regional density and improved operator alignment across our Canadian portfolio Unwound our outpatient medical joint venture with Canadian Pension Plan Investment Board ("CPPIB") through the acquisition of CPPIB's 45% interest in a 10-property portfolio, principally located in Beverly Hills, CA Continued to deepen relationships with best-in-class operators including Avery Healthcare, Cogir Management Corporation, Kisco Senior Living, Legend Senior Living, Oakmont Management Group, StoryPoint Senior Living, and Retirement Unlimited, Inc., in a further expansion of our regional densification strategy (1) Represents a non-GAAP financial measure. See Appendix A for definitions and reconciliations of non-GAAP financial measures. Balance Sheet As of December 31, 2023 , we ha

Executive Compensation Overview

Executive Compensation Overview The Compensation Committee oversees Welltower's compensation practices so that the compensation program is in line with the market, is responsive to shareholder concerns, and considers best compensation practices while ensuring we attract and retain high caliber executive officers and other key employees. The Compensation Committee developed Welltower's compensation principles, philosophy, and objectives that are described in more detail on pages 32 - 33 . HUMAN CAPITAL Throughout 2023, we remained steadfast in our commitment to our employees' success by maintaining a range of programs designed to attract, develop, and reward future leaders. Alongside these efforts, we offer competitive compensation packages, supportive parental and caregiver leave, and wellness benefits. Additionally, we provide the tools and technology needed to enhance employee engagement and connectivity across the organization, supporting collaboration and team cohesiveness. Our focus extends beyond mere benefits and tools; we prioritize investing in our employees' growth and development through a myriad of learning programs that equip our employees to lead and drive business results. We remain dedicated to fostering a workplace where everyone has the opportunity to flourish and advance. WELLTOWER'S BOARD OF DIRECTORS Name Age Primary occupation Independent Director since Committee(s) Kenneth J. Bacon Chair since 2020 69 Co-founder and managing partner of RailField Realty Partners 2016 Executive (C) Karen B. DeSalvo 58 Chief Health Officer of Google 2018 Investment Nom/Gov Philip L. Hawkins (1) 68 Executive Chairman of Link Logistics Real Estate 2020 Compensation (C) Executive Investment Dennis G. Lopez 69 Chief Executive Officer of QuadReal Property Group Ltd. 2021 Compensation Investment Shankh Mitra 43 Chief Executive Officer of Welltower Inc. 2020 Executive Ade J. Patton 45 Chief Financial Officer of Oak View Group, LLC 2021 Au

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