Item 2.02 Results of Operations and Financial Condition.
On October 5, 2020, Welltower Inc. (the "Company") issued a press release, which
included discussion of certain developments in the Company's senior housing
operating portfolio during September 2020. A copy of the press release has been
furnished as Exhibit 99.1 to this Current Report.
The information included in this item 2.02, including Exhibit 99.1 attached
hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be
incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 5, 2020, the Company announced that Mr. Shankh Mitra has been
appointed to serve as the Chief Executive Officer of the Company and a member of
its Board of Directors (the "Board"), effective immediately. Mr. Mitra, who has
been serving as Vice Chair, Chief Operating Officer and Chief Investment
Officer, succeeds Thomas J. DeRosa, who stepped down as Chairman and Chief
Executive Officer of the Company on October 5, 2020 after more than six years of
service as the Company's Chief Executive Officer. Mr. Mitra will retain his
title as the Company's Chief Investment Officer and will continue to lead the
Company's data analytics driven capital allocation and operator relationships.
The Company also announced that Kenneth J. Bacon, who has been serving as an
independent director on the Board since 2016, has been appointed to serve as the
non-executive Chairman of the Board.
Prior to his appointment as the Chief Executive Officer of the Company,
Mr. Mitra, age 40, had been serving as the Vice Chair, Chief Operating Officer
and Chief Investment Officer of the Company since April 2020. Prior to that,
Mr. Mitra had served as the Company's Executive Vice President - Chief
Investment Officer between August 2018 and April 2020; Senior Vice President -
Investments between January 2018 and August 2018; and Senior Vice
President-Finance & Investments from January 2016 to January 2018. From July
2013 to December 2015, Mr. Mitra served as Portfolio Manager, Real Estate
Securities at Millennium Management. Mr. Mitra served as Senior Analyst at
Citadel Investment Group from April 2012 to June 2013 and Fidelity Investments
from June 2009 to March 2012. Mr. Mitra received an MBA from Columbia Business
School and a bachelor's degree in Engineering from Jadavpur University.
Mr. Bacon, age 65, is a co-founder of RailField Realty Partners (a financial
advisory and asset management firm). Mr. Bacon has served as RailField's
managing partner since his retirement from the Federal National Mortgage
Association ("Fannie Mae") in March 2012. Prior to forming RailField, Mr. Bacon
spent 19 years at Fannie Mae, most recently serving as the Executive Vice
President of the multifamily mortgage business from July 2005 to March 2012.
In connection with this transition, the Company entered into a Separation
Agreement (the "Agreement") with Mr. DeRosa on October 5, 2020. Mr. DeRosa will
receive the benefits set forth in Section 5(a) of his employment agreement,
which was previously filed with the Securities and Exchange Commission (the
"Commission") on Form 8-K on April 16, 2020. A description of these benefits is
contained in the Company's Current Report on Form 8-K filed with the Commission
on April 16, 2020. The Agreement also provides that the Company will reimburse
Mr. DeRosa for the amount of premiums that he pays to obtain coverage under one
or more group health plans until the date that he becomes eligible for Medicare
and for transitional office and secretarial support. The agreement also includes
a customary release by Mr. DeRosa of claims against the Company and its
affiliates. Mr. DeRosa is also obligated to comply with various restrictive
covenants, including a non-compete, non-solicitation and protection of the
Company's confidential information. Any disputes arising under the Agreement
will be resolved by binding arbitration.
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Item 7.01 Regulation FD Disclosure.
A copy of the Company's press release announcing the executive and Board
leadership changes described in Item 5.02 above has been furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is
being furnished and shall not be deemed "filed" for the purposes of Section 18
of the Exchange Act or otherwise subject to the liabilities of that Section. The
information in this Item 7.01 shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release of Welltower Inc., dated October 5, 2020.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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