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HCP > SEC Filings for HCP > Form 8-K on 6-May-2014All Recent SEC Filings

Show all filings for HCP, INC.

Form 8-K for HCP, INC.


Change in Directors or Principal Officers, Submission of Matters to a Vote of Security

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

(e) On May 1, 2014, the stockholders of HCP, Inc. (the "Company"), a Maryland corporation, approved the adoption of the Company's 2014 Performance Incentive Plan (the "2014 Plan"). The 2014 Plan is an important attraction, retention and motivation tool for its participants through the grant of performance-based compensation that promotes long-term stockholder value and the alignment of pay and performance.

A summary of the 2014 Plan was included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 20, 2014 (the "Definitive Proxy Statement"), under the section entitled "Summary Description of the 2014 Plan" beginning on page 43. The summary of the 2014 Plan in the Definitive Proxy Statement is qualified in its entirety by reference to the full text of the 2014 Plan, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security

The Company held its 2014 Annual Meeting of Stockholders (the "Annual Meeting") on May 1, 2014. At the Annual Meeting there were present, in person or by proxy, 415,240,228 shares of the Company's common stock, which represented approximately 90.66% of the shares entitled to vote and constituted a quorum.

Set forth below are the voting results of the four proposals considered and voted upon at the Annual Meeting, all of which were described in the Company's Definitive Proxy Statement.

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.

                                                                 Broker Non-
                           For         Against       Abstain        Votes       % of Votes Supporting
Brian G. Cartwright    357,599,765    15,276,165     595,009     41,769,289            95.90%
Christine N. Garvey    358,664,356    14,226,174     580,409     41,769,289            96.18%
David B. Henry         354,817,665    18,072,259     581,015     41,769,289            95.15%
Lauralee E. Martin     371,183,467    1,710,075      577,397     41,769,289            99.54%
Michael D. McKee       353,300,786    19,564,200     605,953     41,769,289            94.75%
Peter L. Rhein         352,401,657    20,472,817     596,465     41,769,289            94.51%
Joseph P. Sullivan     355,042,688    17,838,939     589,312     41,769,289            95.22%

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, 2014 was approved at the Annual Meeting.

For Against Abstain Broker Non-Votes % of Votes Supporting 406,928,220 7,606,251 705,757 N/A 98.17%

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

For Against Abstain Broker Non-Votes % of Votes Supporting 260,151,975 112,223,993 1,094,971 41,769,289 69.86%

Proposal 4. The HCP, Inc. 2014 Performance Incentive Plan was approved at the Annual Meeting.

For Against Abstain Broker Non-Votes % of Votes Supporting 353,883,264 18,570,309 1,017,366 41,769,289 94.76%

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

No. Description

10.1 HCP, Inc. 2014 Performance Incentive Plan

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