UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
(b) Departure of Directors or Certain Officers
Christine N. Garvey and David B. Henry retired from the Board of Directors (the “Board”) of Healthpeak Properties, Inc. (the “Company”) effective immediately prior to the 2024 annual meeting of stockholders held on April 25, 2024 (the “Annual Meeting”). In connection with their retirements pursuant to the Company’s director term limit policy, the Board reduced its size from thirteen to eleven directors.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, there were present, in person or by proxy, 636,242,256 shares of the Company’s common stock, which represented approximately 89.66% of the shares entitled to vote and constituted a quorum.
Set forth below are the voting results for the three proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 13, 2024.
Proposal 1. All of the nominees listed below were elected to the Board of Directors of the Company, 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 | 582,831,626 | 4,068,380 | 479,750 | 48,862,500 | 99.31 | % | ||||||||||||||
| Katherine M. Sandstrom | 553,781,817 | 33,118,908 | 479,031 | 48,862,500 | 94.36 | % | ||||||||||||||
| John T. Thomas | 583,191,586 | 3,710,222 | 477,948 | 48,862,500 | 99.37 | % | ||||||||||||||
| Brian G. Cartwright | 578,484,811 | 8,390,456 | 504,489 | 48,862,500 | 98.57 | % | ||||||||||||||
| James B. Connor | 579,928,038 | 6,962,013 | 489,705 | 48,862,500 | 98.81 | % | ||||||||||||||
| R. Kent Griffin, Jr. | 579,229,541 | 7,662,898 | 487,317 | 48,862,500 | 98.69 | % | ||||||||||||||
| Pamela J. Kessler | 583,698,642 | 3,222,110 | 459,004 | 48,862,500 | 99.45 | % | ||||||||||||||
| Sara G. Lewis | 566,873,595 | 20,035,240 | 470,921 | 48,862,500 | 96.59 | % | ||||||||||||||
| Ava E. Lias-Booker | 583,544,342 | 3,331,289 | 504,125 | 48,862,500 | 99.43 | % | ||||||||||||||
| Tommy G. Thompson | 582,923,497 | 3,962,088 | 494,171 | 48,862,500 | 99.32 | % | ||||||||||||||
| Richard A. Weiss | 583,029,763 | 3,864,720 | 485,273 | 48,862,500 | 99.34 | % | ||||||||||||||
Proposal 2. The advisory vote to approve 2023 executive compensation was approved.
| For | Against | Abstain | Broker Non-Votes | % of Votes Cast Supporting | ||||||||||||
| 548,270,776 | 38,235,408 | 873,572 | 48,862,500 | 93.48 | % | |||||||||||
Proposal 3. 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, 2024, was approved.
| For | Against | Abstain | Broker Non-Votes | % of Votes Cast Supporting | ||||||||||||
| 620,953,588 | 14,829,272 | 459,396 | N/A | 97.67 | % | |||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 26, 2024 | HEALTHPEAK PROPERTIES, INC. | |
| By: | /s/ Jeffrey H. Miller | |
| Jeffrey H. Miller | ||
| General Counsel | ||