Document

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
April 26, 2018
Date of Report (Date of earliest event reported)
HCP, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland
 
001-08895
 
33-0091377
(State of Incorporation)
 
(Commission File Number)
 
(IRS Employer
 
 
 
 
Identification Number)
 
1920 Main Street, Suite 1200
Irvine, CA 92614
(Address of principal executive offices) (Zip Code)
 
(949) 407-0700
(Registrant’s telephone number, including area code)
 
N/A
(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))
 
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. ☐ 


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Item  5.07
Submission of Matters to a Vote of Security Holders.

HCP, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on April 26, 2018. At the Annual Meeting, there were present, in person or by proxy, 423,522,169 shares of the Company’s common stock, which represented approximately 90.18% of the shares entitled to vote and constituted a quorum.

Set forth below are the voting results of the three proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 16, 2018.

Proposal 1. All of the nominees listed below were elected to the Board of Directors of the Company, and each received the affirmative vote of a majority of the votes cast at the Annual Meeting.

 
For
Against
Abstain
Broker
Non-Votes
% of Votes Supporting
Brian G. Cartwright
366,090,175
9,282,264
509,830
47,639,900
97.53%
Christine N. Garvey
360,358,356
15,090,320
433,593
47,639,900
95.98%
David B. Henry
346,199,802
28,397,992
1,284,475
47,639,900
92.42%
Thomas M. Herzog
368,293,920
7,075,303
513,046
47,639,900
98.12%
Peter L. Rhein
350,060,739
25,358,135
463,395
47,639,900
93.25%
Joseph P. Sullivan
354,155,005
21,268,182
459,082
47,639,900
94.33%


Proposal 2. The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, was approved at the Annual Meeting.

For
Against
Abstain
Broker Non-Votes
% of Votes Supporting
413,945,435
8,816,019
760,715
N/A
97.91%


Proposal 3. The advisory vote to approve executive compensation was approved at the Annual Meeting.

For
Against
Abstain
Broker Non-Votes
% of Votes Supporting
343,154,728
30,841,692
1,885,849
47,639,900
91.75%



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:  April 30, 2018

HCP, Inc.


By:     /s/ Troy E. McHenry            
Troy E. McHenry
Executive Vice President, General Counsel and
Corporate Secretary



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