Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 7, 2009, the stockholders of Health Care REIT, Inc. (the "Company") approved certain changes to the Health Care REIT, Inc. 2005 Long-Term Incentive Plan (the "Plan"). The primary change to the Plan was to increase the aggregate number of shares of common stock that may be issued under the Plan by 4,000,000 shares. The Plan was also modified to increase the limit on the number of shares that may be granted as "Incentive Stock Options," extend the term of the Plan until 2019, provide for a 10-year exercise period for stock appreciation rights ("SARs"), expressly prohibit the repricing of SARs, clarify the exercise periods for stock options and SARs and the restriction periods for shares of restricted stock and other stock unit awards, add a definition of a change in corporate control, modify the conditions for accelerated vesting of awards and the lapse of restrictions on awards in connection with a change in corporate control and modify and clarify the limitations on the number of awards that may be granted to individual participants.
This summary does not purport to be complete and is qualified in its entirety by reference to the Health Care REIT, Inc. Amended and Restated 2005 Long-Term Incentive Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

10.1 Health Care REIT, Inc. Amended and Restated 2005 Long-Term Incentive Plan (filed with the Securities and Exchange Commission as Appendix A to the Company's Proxy Statement for the 2009 Annual Meeting of Stockholders filed March 25, 2009, and incorporated herein by reference thereto).

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