8-K

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, 2018

Date of Report (Date of earliest event reported)

HCP, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-08895	33-0091377
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1920 Main Street, Suite 1200

Irvine, CA 92614

(Address of principal executive offices) (Zip Code)

(949) 407-0700

(Registrant’s telephone number, including area code)

N/A

(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))

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)    Election of Directors

On July 31, 2018, the Board of Directors (the “Board”) of HCP, Inc., a Maryland corporation (the “Company”), appointed Katherine M. Sandstrom to serve as a director of the Board until the Company’s next annual meeting of stockholders and until her successor is duly elected and qualified, effective August 2, 2018. The Board determined that Ms. Sandstrom 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”). Ms. Sandstrom was appointed to the Compensation and Human Capital Committee, and the Investment and Finance Committee.

In connection with her appointment to the Board, Ms. Sandstrom will receive a grant of restricted stock units with a grant date fair market value of approximately $150,000 on August 2, 2018 (the “Grant Date”). The restricted stock units are subject to the terms of the Company’s 2014 Performance Incentive Plan and will vest in full on the anniversary of the Grant Date. Additionally, Ms. Sandstrom is expected to enter 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 16, 2018.

Other than the director compensation arrangements described above, there is no arrangement or understanding between Ms. Sandstrom and any other persons pursuant to which she 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 Ms. Sandstrom within the meaning of Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On August 2, 2018, the Company issued a press release announcing the appointment of Ms. Sandstrom to the Board. The text of the press release is furnished herewith as Exhibit 99.1 and is specifically incorporated herein by reference.

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	Press Release dated August 2, 2018.

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:    August 2, 2018

HCP, Inc.

(Registrant)

By:     /s/ Troy E. McHenry

Troy E. McHenry

Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

No.	Description
99.1	Press Release dated August 2, 2018.

EX-99.1

HCP Appoints Katherine Sandstrom to its Board of Directors

IRVINE, Calif., Aug. 2, 2018 /PRNewswire/ -- HCP, Inc. (NYSE: HCP) today announced the appointment of Katherine M. Sandstrom as an independent director to its Board of Directors, effective immediately. Ms. Sandstrom will also serve as a member of the Compensation & Human Capital Committee and the Investment & Finance Committee.

“We are delighted to welcome Kathy Sandstrom,” said Brian Cartwright, HCP’s Chairman of the Board. “With her appointment, we have taken one more step in our ongoing program to strengthen the Board through the addition of highly talented and experienced professionals with fresh perspectives. We very much look forward to benefiting from her contributions.”

Ms. Sandstrom’s career spanned over two decades at Heitman LLC, a real estate investment management firm, where she held a series of senior leadership positions. Most recently, she served as head of Heitman’s real estate securities business, overseeing more than $5 billion of assets invested through domestic and global funds, as well as separately managed accounts. Additionally, she led the firm’s buy-side investment teams for REIT securities strategies and assets held by institutional and private wealth clients. Ms. Sandstrom continues to serve as an advisor to Heitman’s securities business leaders.

“We are very pleased to have such an experienced and highly-qualified investment professional join our Board,” said Tom Herzog, HCP’s President and Chief Executive Officer. “I am confident that Kathy will enhance our Board as we continue to successfully execute our strategic initiatives and position HCP as a top-tier healthcare REIT.”

The recent appointment of Ms. Sandstrom expands the Board to nine directors, four of whom have joined within the last two years.

# # #

About Ms. Sandstrom

Ms. Sandstrom has served as an advisor to Heitman LLC, a real estate investment management firm, since July 2018. She previously served as Senior Managing Director and global head of Heitman’s Public Real Estate Securities business from 2013 to 2018. Since joining Heitman in 1996, Ms. Sandstrom held several senior leadership positions across multiple facets of the institutional real estate investment industry. Additionally, she served on the firm’s Global Management Committee, the Board of Managers and the Allocation Committee. Ms. Sandstrom is also a certified public accountant.

About HCP

HCP, Inc. is a fully integrated real estate investment trust (REIT) that invests in real estate serving the healthcare industry in the United States. HCP owns a large-scale portfolio primarily diversified across life science, medical office and senior housing. Recognized as a global leader in sustainability, HCP has been a publicly-traded company since 1985 and was the first healthcare REIT selected to the S&P 500 index. For more information regarding HCP, visit www.hcpi.com.

Contact

Andrew Johns

Vice President – Finance and Investor Relations

(949) 407-0400