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) March 17, 2006
Health Care REIT, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-8923
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34-1096634 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| One SeaGate, Suite 1500, Toledo, Ohio
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43604 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (419) 247-2800
(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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Effective March 17, 2006, the Board of Directors of Health Care REIT, Inc. (the “Company”) has
appointed Scott A. Estes to the position of Senior Vice President and Chief Financial Officer of
the Company. Mr. Estes previouly served as Vice President of Finance of the Company. In
connection with this appointment, Mr. Estes’s annual base salary has been increased from $187,110
to $225,000.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
As described above, effective March 17, 2006, the Board of Directors of the Company has appointed
Scott A. Estes to the position of Senior Vice President and Chief Financial Officer of the Company.
Mr. Estes, 35, joined the Company in April 2003 and has served as Vice President of Finance since
that time. From January 2000 to April 2003, Mr. Estes served as a Senior Research Analyst and Vice
President with Deutsche Bank Securities. From January 1998 to December 1999, Mr. Estes served as a
Senior Equity Analyst and Vice President with Bank of America Securities.
The Company entered into an employment agreement with Mr. Estes effective April 28, 2003. The
employment agreement expires January 31, 2007, subject to optional successive two-year renewal
terms. Mr. Estes’s annual base salary has been increased to
$225,000, and he is eligible for
discretionary annual bonuses and stated fringe benefits. If Mr. Estes is terminated without cause,
he would receive severance pay for the remaining term of the agreement or for 12 months, whichever
is greater. If he resigns during the 12 months following a “change in corporate control” (as
defined in the employment agreement), he would receive severance pay for 24 months. These
severance benefits would be made in a series of monthly payments, in an amount equal to one-twelfth
of the sum of his annual base salary and the greater of his annual bonus for the last fiscal year
immediately preceding the change in corporate control or a minimum bonus equal to 35% of his
annual base salary. At Mr. Estes’s election, the Company may instead be required to make an
immediate lump sum payment equal to the present value of such monthly payments, calculated using a
discount rate equal to the interest rate on 90-day Treasury Bills reported at the date the election
is received by the Company. Mr. Estes’s stock option and restricted stock awards under the 1995
Stock Incentive Plan and 2005 Long-Term Incentive Plan would become vested and immediately
exercisable in the event of a change in corporate control, or upon his death, disability or
termination without cause. In addition, if it is determined that any payment by the Company to Mr.
Estes would be a golden parachute subject to excise tax, the amount of the payments to him would be
increased to cover such excise tax.
Raymond W. Braun, who has served as President and Chief Financial Officer of the Company since May
2002, will continue to serve as President of the Company.
Item 7.01 Regulation FD Disclosure.
In addition to the appointment described above, effective March 17, 2006, the Board of Directors of
the Company appointed Charles J. Herman, Jr. as Executive Vice President and Chief Investment
Officer, Jeffrey H. Miller as Executive Vice President and General Counsel, Erin C. Ibele as Senior
Vice President-Administration and Corporate Secretary and Michael A. Crabtree as Vice President and
Treasurer. The press release issued by the Company in connection with these appointments is
furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
99.1 Press release dated March 17, 2006