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

 

July 31, 2014 (July 31, 2014)

Date of Report (Date of earliest event reported)

 

 

HCP, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

1920 Main Street

Suite 1200

Irvine, California 92614

(Address of principal executive offices) (Zip Code)

 

(949) 407-0700

(Registrant’s telephone number, including area code)

 

3760 Kilroy Airport Way

Suite 300

Long Beach, California 90806

(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:

 

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 5.02(d).

Election of Directors.

 

On July 31, 2014, the Board of Directors (the “Board”) of HCP, Inc., a Maryland corporation (the “Company”), appointed James Hoffmann to serve as a director of the Board until the Company’s next annual meeting of stockholders or until his successor is duly elected and qualified.  The Board determined that Mr. Hoffmann qualifies as an independent director under the New York Stock Exchange listing standards and the applicable requirements of the Securities and Exchange Commission (the “SEC”).  Mr. Hoffmann was appointed to the Audit Committee of the Board. The Board has determined that Mr. Hoffmann is an audit committee financial expert within the meaning of applicable SEC rules.

 

In connection with his appointment as a director, Mr. Hoffmann received a grant of 3,000 restricted stock units. The restricted stock units are subject to the terms of our 2014 Performance Incentive Plan and vest ratably over three years. Additionally, Mr. Hoffmann entered into the Company’s standard form of Director’s Indemnification Agreement (incorporated herein by reference to Exhibit 10.21 to the Company’s Form 10-K filed with the SEC on February 12, 2008) and will participate in the compensation and benefits program for non-employee directors as described in the Company’s Definitive Proxy Statement filed with the SEC on March 20, 2014.

 

Other than the director compensation arrangements described above, there is not any arrangement or understanding between Mr. Hoffmann and any other persons pursuant to which he was selected as a director of the Company.  Furthermore, the Company has not been since the beginning of the last fiscal year, and is not currently proposed to be, a participant in any related party transaction with Mr. Hoffmann within the meaning of Item 404(a) of Regulation S-K.

 

Item 7.01.

Regulation FD Disclosure.

 

On July 31, 2014, the Company issued a press release announcing the appointment of Mr. Hoffmann to the Company’s Board.  The text of the press release is furnished herewith as Exhibit 99.1 and is specifically incorporated by reference herein.

 

The information set forth in this Item 7.01 of this Current Report on Form 8-K, including the text of the press release attached as Exhibit 99.1 hereto, is being furnished to the SEC and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference in any filing with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference therein.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)                                 Exhibit. The following exhibit is being filed herewith:

 

No.		Description
99.1		Text of the Press Release dated July 31, 2014.

 

2

 

SIGNATURES

 

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.

 

Date:  July 31, 2014
	HCP, Inc.
	(Registrant)
	By:	/s/ Timothy M. Schoen
		Timothy M. Schoen,
		Executive Vice President and Chief Financial Officer

 

3

 

EXHIBIT INDEX

 

No.		Description
99.1		Text of the Press Release dated July 31, 2014.

 

4

Exhibit 99.1

 

 

HCP ANNOUNCES APPOINTMENT OF JAMES HOFFMANN TO BOARD OF DIRECTORS

 

IRVINE, Calif.—(BUSINESS WIRE)—July 31, 2014 — HCP (NYSE:HCP) announced the appointment of James Hoffmann as an independent director to the Company’s Board and a member of its Audit Committee.  With the appointment of Mr. Hoffmann, the Board has a total of eight members.

 

“As part of our ongoing search for a director who would further strengthen our Board’s breadth of talent and experience, we are delighted to have identified Jim Hoffmann,” said Michael D. McKee, HCP’s Chairman of the Board.  “Jim adds to our Board the valuable perspective of a global real estate institutional investment professional.”

 

Mr. Hoffmann is a former Partner and Senior Vice President of Wellington Management Company where he served as the firm’s senior global REIT analyst and portfolio manager, as well as on numerous internal management oversight committees, from 1997 to 2012.  Prior to that, he held analyst positions at Everen Securities, LaSalle Street Capital Management and Eastdil Realty, Inc. since 1986, with extensive experience covering REITs and other real estate portfolios across all property sectors.  He also served as Senior Investment Officer, Real Estate, at the Washington State Investment Board from 1992 to 1994.

 

“We are honored to welcome Jim Hoffmann as the newest member of our Board of Directors,” said Lauralee E. Martin, HCP’s President and Chief Executive Officer.  “We believe his over 30 years of experience in real estate investment analysis will be an extremely valuable asset as HCP continues to grow both domestically and internationally.”

 

About HCP

 

HCP, Inc. is a fully integrated real estate investment trust (REIT) that invests primarily in real estate serving the healthcare industry in the United States.  HCP’s portfolio of assets is diversified among five distinct sectors: senior housing, post-acute/skilled nursing, life science, medical office and hospital.  A publicly traded company since 1985, HCP: (i) was the first healthcare REIT selected to the S&P 500 index; (ii) has increased its dividend per share for 29 consecutive years; (iii) is the only REIT included in the S&P 500 Dividend Aristocrats index; and (iv) is a global leader in sustainability as a member of the CDP, Dow Jones and FTSE4Good sustainability leadership indices, and the Global and North American healthcare sector leader for GRESB.  For more information regarding HCP, visit the Company’s website at www.hcpi.com.

 

Contact

 

Timothy M. Schoen

Executive Vice President and Chief Financial Officer

949-407-0400