Welltower Inc. Files Proxy Statement Supplement

TL;DR

WELL proxy update filed, shareholders get more info for annual meeting.

AI Summary

Welltower Inc. filed a Definitive Additional Materials proxy statement on May 13, 2025, related to its annual meeting of shareholders. The filing is a supplement to its previously issued proxy statement. No fee was required for this filing, as indicated by the checkmark next to 'No fee required.'

Why It Matters

This filing provides additional information to shareholders before the annual meeting, ensuring they have all necessary details for voting on company matters.

Risk Assessment

Risk Level: low — This is a routine SEC filing (DEFA14A) providing supplemental proxy materials, not indicating any immediate financial or operational risks.

Key Players & Entities

• WELLTOWER INC. (company) — Registrant
• 0001193125-25-118916 (filing_id) — Accession Number
• 4500 DORR STREET (address) — Business and Mailing Address
• TOLEDO, OH 43615 (address) — Business and Mailing Address
• HEALTH CARE REIT INC /DE/ (company) — Former Company Name

FAQ

From the Filing

0001193125-25-118916.txt : 20250513 0001193125-25-118916.hdr.sgml : 20250513 20250513170031 ACCESSION NUMBER: 0001193125-25-118916 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250513 DATE AS OF CHANGE: 20250513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLTOWER INC. CENTRAL INDEX KEY: 0000766704 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 341096634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08923 FILM NUMBER: 25941123 BUSINESS ADDRESS: STREET 1: 4500 DORR STREET CITY: TOLEDO STATE: OH ZIP: 43615 BUSINESS PHONE: 419-247-2800 MAIL ADDRESS: STREET 1: 4500 DORR STREET CITY: TOLEDO STATE: OH ZIP: 43615 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH CARE REIT INC /DE/ DATE OF NAME CHANGE: 19920703 DEFA14A 1 d38855ddefa14a.htm DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 Welltower Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Welltower Inc. 4500 Dorr Street Toledo, Ohio 43615 SUPPLEMENT TO PROXY STATEMENT RELATED TO ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2025 Welltower Inc. (“Welltower”) filed its definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) on April 11, 2025 in connection with Welltower’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”), to be held on May 22, 2025 at 9:30 a.m. Eastern Time. Welltower is filing this supplement (the “Supplement”) to the Proxy Statement to update the disclosures relating to “Proposal 4 – Approval of the Amended and Restated Welltower Inc. 2022 Long-Term Incentive Plan” on page 67 of the Proxy Statement. Capitalized terms not defined herein have the meaning set forth in the Proxy Statement. Proposal 4 concerns certain changes to the Welltower Inc. 2022 Long-Term Incentive Plan (the “Plan,” and as amended and restated, the “Amended and Restated Plan”) adopted by the Board of Directors on April 7, 2025, which are subject to approval by Welltower’s shareholders at the Annual Meeting. As disclosed on page 67 of the Proxy Statement, Proposal 4 would change to the Plan to increase the aggregate number of shares of common stock that may be issued under the Plan by 10,000,000 shares, for a total of 20,000,000 shares authorized for issuance under the Amended and Restated Plan. Additional modifications to the Plan under Proposal 4 include increasing the limit on the number of shares that may be granted as “Incentive Stock Options” (as defined in Section 422 of the Code) in Section 12.1 of the Plan by 10,000,000 shares, for a total of 20,000,000 shares; extending the term of the Plan from March 29, 2032 to April 6, 2035; and amending the Plan to reflect changes to Section 162(m) of the Code. In order to provide shareholders with additional information regarding the alterations to the Plan to reflect changes to Section 162(m) of the Code, the following paragraphs are added to the end of the se