DEFA14A 1 d820346ddefa14a.htm DEFA14A DEFA14A





Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.                )

Filed by the Registrant

Filed by a Party other than the Registrant

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Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Under §240.14a-12

Welltower Inc.



(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.




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Fee paid previously with preliminary materials.


Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.




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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on April 30, 2020.




Meeting Information                          

WELLTOWER INC.     Meeting Type:   


Annual Meeting

    For holders as of:    March 3, 2020
    Date:   April 30, 2020        Time:   10:00 A.M. Eastern Time
    Location:    Gibson, Dunn & Crutcher LLP
                         200 Park Avenue
                         46th Floor


                    New York, NY 10166








You are receiving this communication because you hold shares in the company named above.



This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).


We encourage you to access and review all of the important information contained in the proxy materials before voting.




See the reverse side of this notice to obtain proxy materials and voting instructions.








 Before You Vote

How to Access the Proxy Materials





Proxy Materials Available to VIEW or RECEIVE:



How to View Online:


Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:, or scan the QR Barcode below.



How to Request and Receive a PAPER or E-MAIL Copy:


If you want to receive a paper or e-mail copy of these documents or proxy materials for future shareholder meetings, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:




2) BY TELEPHONE:     1-800-579-1639


3) BY E-MAIL*:   



*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.



Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 16, 2020 to facilitate timely delivery.




 How To Vote

Please Choose One of the Following Voting Methods





Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. To obtain directions to be able to attend the meeting and vote in person, please call (419) 247-2800 or write to the Senior Vice President - General Counsel & Corporate Secretary, Welltower Inc., 4500 Dorr Street, Toledo, Ohio 43615.


Vote By Internet: Go to or from a smartphone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.


Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.








Voting Items





The Board of Directors recommends you vote FOR

each nominee in Item 1 and FOR Items 2 and 3:


Company Proposals


1.  Election of Directors




1a.   Kenneth J. Bacon


1b.  Thomas J. DeRosa


1c.   Karen B. DeSalvo


1d.  Jeffrey H. Donahue


1e.   Sharon M. Oster


1f.   Sergio D. Rivera


1g.  Johnese M. Spisso


1h.  Kathryn M. Sullivan


2.  The ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year 2020.


3.  The approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the 2020 Proxy Statement.


NOTE: The proxies named are authorized to vote in their discretion upon any other business as may properly come before the meeting or any adjournment or postponement thereof.