SEC Form 8-K filed by Welltower Inc.

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 21, 2026

 

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. ☐

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting of Shareholders held on May 21, 2026 (the “Annual Meeting”), the shareholders of Welltower Inc. (the “Company”) elected the nine directors nominated by the board of directors of the Company to serve until the 2027 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, 2026; and did not approve, on an advisory basis, the compensation of the Company’s named executive officers.

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 10, 2026 (the “2026 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.

Proposal #1 — The election of nine director nominees named in the 2026 Proxy Statement to hold office until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified:

 

Nominee		For		Against		Abstentions		Broker Non-Votes
Kenneth J. Bacon		631,897,835		4,414,803		846,305		25,018,794
Karen B. DeSalvo		629,928,284		5,185,300		2,045,359		25,018,794
Andrew Gundlach		633,701,857		2,611,078		846,008		25,018,794
Dennis G. Lopez		633,775,795		2,538,829		844,319		25,018,794
Shankh Mitra		627,627,820		8,666,635		864,488		25,018,794
Ade J. Patton		480,229,232		156,084,877		844,834		25,018,794
Sergio D. Rivera		480,322,774		155,990,543		845,626		25,018,794
Johnese M. Spisso		465,929,347		169,190,898		2,038,698		25,018,794
Kathryn M. Sullivan		483,895,373		152,434,182		829,388		25,018,794

Each of the directors was elected at the Annual Meeting.

Proposal #2 — The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:

 

For		Against		Abstentions		Broker Non-Votes
611,182,123		50,179,748		815,866		0

This proposal was approved at the Annual Meeting.

Proposal #3 — The approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the 2026 Proxy Statement:

 

For		Against		Abstentions		Broker Non-Votes
120,364,416		515,585,650		1,208,877		25,018,794

This proposal was not approved at the Annual Meeting.

SIGNATURE

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.

 

				WELLTOWER INC.
Date: May 22, 2026				By:		/s/ MATTHEW MCQUEEN
				Name:		Matthew McQueen
				Title:		Chief Legal Officer – General Counsel & Corporate Secretary