8-K

WELLTOWER INC.

Date: May 23, 2025

/s/ MATTHEW MCQUEEN

Matthew McQueen

Executive Vice President – General Counsel & Corporate
Secretary

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 22, 2025

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 2025 Annual Meeting of Shareholders held on May 22, 2025 (the “Annual Meeting”), the shareholders of the Company elected the nine directors nominated by the board of directors of the Company to serve until the 2026 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, 2025; approved, on an advisory basis, the compensation of the Company’s named executive officers; and approved the Welltower Inc. Amended and Restated 2022 Long-Term Incentive Plan.

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 11, 2025 (the “2025 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 directors 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		570,917,257		5,604,335		209,030		25,586,546
Karen B. DeSalvo		574,022,670		1,847,060		860,892		25,586,546
Andrew Gundlach		576,179,234		329,420		221,968		25,586,546
Dennis G. Lopez		575,721,063		780,223		229,336		25,586,546
Shankh Mitra		576,227,646		291,613		211,363		25,586,546
Ade J. Patton		562,675,781		13,838,438		216,403		25,586,546
Sergio D. Rivera		571,723,607		4,794,405		212,610		25,586,546
Johnese M. Spisso		564,219,741		11,636,691		874,190		25,586,546
Kathryn M. Sullivan		571,287,039		5,246,242		197,341		25,586,546

Each of the directors was elected at the Annual Meeting.

Proposal #2 — The ratification of the selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025:


For	Against	Abstentions	Broker Non-Votes
559,318,060	42,749,905	249,203	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 2025 Proxy Statement:


For	Against	Abstentions	Broker Non-Votes
540,290,905	34,635,610	1,804,107	25,586,546

This proposal was approved at the Annual Meeting.

Proposal #4 — The approval of an amendment to the Welltower Inc. Amended and Restated 2022 Long-Term Incentive Plan.


For	Against	Abstentions	Broker Non-Votes
552,784,549	22,424,222	1,521,851	25,586,546

This proposal was approved at the Annual Meeting.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Description of Exhibit

10.1		Welltower Inc. Amended and Restated 2022 Long-Term Incentive Plan

104		Cover page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL document.

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.

SEC Form 8-K filed by Welltower Inc.