Healthpeak Properties Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Real Estate Investment Trusts
Real Estate
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
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Employee Stock Purchase Plan
On January 30, 2025, the Board of Directors (the “Board”) of Healthpeak Properties, Inc. (the “Company”) adopted the Healthpeak Properties, Inc. Employee Stock Purchase Plan (the “ESPP”), subject to stockholder approval, which was obtained at the 2025 annual meeting of stockholders held on April 24, 2025 (the “Annual Meeting”), as described below. The purpose of the ESPP is to give eligible employees of the Company and those subsidiaries designated by the Compensation and Human Capital Committee of the Board (or such other committee designated by the Board) an opportunity to acquire an ownership interest in the Company by providing eligible employees the opportunity to purchase shares of the Company’s common stock at a slight discount using payroll deductions. The ESPP is designed to facilitate the accumulation of shares of common stock by eligible employees, thereby aligning the economic interests of such employees with the economic interests of Company stockholders. The ESPP is not intended to qualify as an employee stock purchase plan under Internal Revenue Code Section 423. It has an effective date of April 24, 2025.
The material terms of the ESPP are described in “Proposal 3: Approval of the Healthpeak Properties, Inc. Employee Stock Purchase Plan” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 12, 2025 (the “Proxy Statement”), which description is incorporated by reference into this Item 5.02 of this Current Report on Form 8-K. The descriptions of the ESPP contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the ESPP, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, there were present, in person or by proxy, 626,643,990 shares of the Company’s common stock, which represented approximately 89.7% of the shares entitled to vote and constituted a quorum. Set forth below are the voting results for the four proposals considered and voted upon at the Annual Meeting. Each proposal and the voting standard for that proposal were described in the Proxy Statement.
Proposal 1. All of the nominees listed below were elected to the Board, each having received the affirmative vote of a majority of the votes cast.
| For | Against | Abstain | Broker Non-Votes | % of Votes Cast Supporting | |||||||||||||
| Scott M. Brinker | 587,127,252 | 1,667,744 | 688,382 | 37,160,612 | 99.7% | ||||||||||||
| Katherine M. Sandstrom | 552,982,316 | 35,767,822 | 733,240 | 37,160,612 | 93.9% | ||||||||||||
| John T. Thomas | 586,861,077 | 1,907,670 | 714,631 | 37,160,612 | 99.7% | ||||||||||||
| Brian G. Cartwright | 568,178,954 | 20,588,735 | 715,689 | 37,160,612 | 96.5% | ||||||||||||
| James B. Connor | 586,848,791 | 1,912,422 | 722,165 | 37,160,612 | 99.7% | ||||||||||||
| R. Kent Griffin, Jr. | 586,066,530 | 2,692,062 | 724,786 | 37,160,612 | 99.5% | ||||||||||||
| Pamela J. Kessler | 587,466,213 | 1,332,183 | 684,982 | 37,160,612 | 99.8% | ||||||||||||
| Sara G. Lewis | 570,369,591 | 17,214,843 | 1,898,944 | 37,160,612 | 97.1% | ||||||||||||
| Ava E. Lias-Booker | 580,393,882 | 7,163,826 | 1,925,670 | 37,160,612 | 98.8% | ||||||||||||
| Tommy G. Thompson | 586,484,885 | 2,266,059 | 732,434 | 37,160,612 | 99.6% | ||||||||||||
| Richard A. Weiss | 587,032,727 | 1,730,751 | 719,900 | 37,160,612 | 99.7% | ||||||||||||
Proposal 2. The advisory vote to approve 2024 executive compensation was approved.
| For | Against | Abstain | Broker Non-Votes | % of Votes Cast Supporting | ||||||||||
| 548,245,667 | 40,110,650 | 1,127,061 | 37,160,612 | 93.2% | ||||||||||
Proposal 3. The ESPP was approved.
| For | Against | Abstain | Broker Non-Votes | % of Votes Cast Supporting | ||||||||||
| 579,178,252 | 9,453,815 | 851,311 | 37,160,612 | 98.4% | ||||||||||
Proposal 4. 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, 2025, was approved.
| For | Against | Abstain | Broker Non-Votes | % of Votes Cast Supporting | ||||||||||
| 607,678,810 | 18,298,304 | 666,876 | N/A | 97.1% | ||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:
| No. | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: April 28, 2025 | ||||||||
| Healthpeak Properties, Inc. | ||||||||
| By: | /s/ Tracy A. Porter | |||||||
| Tracy A. Porter | ||||||||
| Executive Vice President and General Counsel | ||||||||