TO THE SHAREHOLDERS OF WELLTOWER INC.:

The Annual Meeting of Shareholders of Welltower Inc. (the “Annual Meeting”) will be held on May 23, 2023, at 10:00 a.m. Eastern Time in a virtual format, at www.virtualshareholdermeeting.com/WELL2023, for the purpose of considering and acting upon each item described below and transacting any other business that properly comes before the meeting:

The Board of Directors of Welltower Inc. unanimously recommends that you vote FOR each of Proposals 1, 2, and 3 and 1 YEAR on Proposal 4. Shareholders of record at the close of business on April 3, 2023 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. Information relating to the matters to be considered and voted on at the Annual Meeting appears in the Proxy Statement accompanying this notice.

HOW TO VOTE IN ADVANCE OF THE VIRTUAL ANNUAL MEETING

BY INTERNET

BY PHONE

BY MAIL

Visit www.proxyvote.com

Dial 1-800-690-6903

Sign, date and return your proxy card or voting instruction form

Scan this QR code to view digital versions of Welltower’s Proxy Statement and 2022 Annual Report

We have endeavored to provide shareholders attending the Annual Meeting with the same rights and opportunities to participate as they would have at an in-person meeting. You will be able to attend the Annual Meeting online, vote, and view the list of registered shareholders, all by visiting www.virtualshareholdermeeting.com/WELL2023. Shareholders of record can access the meeting website using the 16-digit control number included on their proxy card or Notice of Internet Availability of Proxy Materials (the “Notice”). Beneficial owners should review the proxy materials and their voting instruction form or Notice for information on how to vote in advance of, and how to participate in, the Annual Meeting. When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 9:30 a.m. Eastern Time on May 23, 2023.

WELLTOWER _• 2023 Proxy Statement        3

Proxy Statement Summary

This summary highlights our selected business results, executive compensation, ESG and corporate governance information described in more detail in this Proxy Statement. We encourage you to read the entire Proxy Statement before voting.

2022 BUSINESS HIGHLIGHTS

Welltower Inc. (NYSE: WELL), a real estate investment trust (“REIT”), is an S&P 500 company headquartered in Toledo, Ohio, that is driving the transformation of health care infrastructure. We invest with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. We own interests in properties concentrated in high-growth markets in the United States, Canada and the United Kingdom, including seniors housing, wellness housing, outpatient medical properties, and post-acute communities. As of December 31, 2022, we owned or invested in nearly 2,000 properties across our business lines and regions.

2017-2022 Share Price Performance

Portfolio

4        WELLTOWER _• 2023 Proxy Statement

Balance Sheet

Corporate

Diversity

Environmental, Social and Governance Leadership Recognition

WELLTOWER _• 2023 Proxy Statement        5

Executive Compensation Overview

The Compensation Committee oversees Welltower’s compensation practices so that the compensation program is in line with the market, is responsive to shareholder concerns, and considers best compensation practices while ensuring we attract and retain high caliber executive officers and other key employees. The Compensation Committee developed Welltower’s Compensation Principles and Philosophy and Objectives that are described in more detail on pages 35 through 37.

HUMAN CAPITAL

Throughout 2022, we continued our commitment to the success of our employees by maintaining numerous programs designed to attract, develop, and retain future leaders. Among other benefits, we offer competitive compensation programs; parental, caregiver, and wellness leave; and technology to help our employees stay engaged while working remotely. We are committed to fostering a diverse and inclusive environment that gives every employee the opportunity to develop and advance, and we believe this starts at the top.

WELLTOWER’S BOARD OF DIRECTORS

Name

Age

Primary occupation

Independent

Director since

Committees

Kenneth J. Bacon Chair since 2020

68

Co-founder and managing partner of RailField Realty Partners

2016

• Executive(C)

Karen B. DeSalvo

57

Chief Health Officer of Google

2018

• Investment • Nom/Gov

Philip L. Hawkins

67

Executive Chairman of Link Logistics Real Estate

2020

• Compensation(C) • Executive • Investment

Dennis G. Lopez

68

Chief Executive Officer of QuadReal Property Group Ltd.

2021

• Compensation • Investment

Shankh Mitra

42

Chief Executive Officer of Welltower

2020

• Executive

Ade J. Patton

44

Executive Vice President and Chief Financial Officer of HBO/HBO Max/Global DTC at WarnerMedia, LLC (WBD)

2021

• Audit • Nom/Gov

Diana W. Reid

67

Former Executive Vice President of The PNC Financial Services Group, Inc.

2020

• Audit • Executive • Nom/Gov(C)

Sergio D. Rivera

60

Former Chief Executive Officer of SeaWorld Entertainment, Inc.

2014

• Audit • Executive • Investment(C)

Johnese M. Spisso

62

President of UCLA Health, Chief Executive Officer of the UCLA Hospital System, and Associate Vice Chancellor of UCLA Health Sciences

2018

• Compensation • Nom/Gov

Kathryn M. Sullivan

67

Former Chief Executive Officer of UnitedHealthcare Employer and Individual, Local Markets

2019

• Audit(C) • Compensation • Executive

(C) Chair

6        WELLTOWER _• 2023 Proxy Statement

We believe diversity helps the Board better oversee our management and provide strategic advice. Our Corporate Governance Guidelines provide that the Nominating/Corporate Governance Committee should consider diversity in terms of (i) professional experience, including experience in Welltower’s primary business segments and in areas of possible future expansion; (ii) educational background; and (iii) age, race, gender, sexual orientation, geography, ethnicity, and national origin. The current composition of our Board reflects those efforts and the importance of diversity to the Board. The Board assesses its effectiveness in this regard as part of its annual Board and committee self-evaluation process.

In addition, we believe that diversity with respect to tenure is important in order to provide for both fresh perspectives and deep experience and knowledge of Welltower. Therefore, we aim to maintain an appropriate balance of tenure across our directors.

Board Diversity

CORPORATE GOVERNANCE HIGHLIGHTS

Welltower’s Board is committed to good corporate governance, which promotes the long-term interests of shareholders and strengthens Board and management accountability.

For more detailed information on Welltower’s corporate governance framework, see the section entitled “Corporate Governance” beginning on page 10.

WELLTOWER _• 2023 Proxy Statement        7

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) LEADERSHIP

Welltower is committed to leadership in our industry and strives to rank among the top S&P 500 companies in ESG practices. Our commitment to helping people live well and age well is supported by our emphasis on sustainability, a core focus on diversity and inclusion, and good corporate governance. We see our industry-leading progress towards furthering ESG in our organization as not only the right thing to do but as a way to drive long-term operational efficiency and shareholder value.

We publish information regarding our ESG goals, initiatives, progress, and achievements in our Environmental, Social and Governance Report, which is available on our website. Some highlights of Welltower’s ESG efforts in 2022 include:

Environmental

Social

8        WELLTOWER _• 2023 Proxy Statement

Governance

WELLTOWER _• 2023 Proxy Statement        9

Corporate Governance

ROLE OF THE BOARD

Welltower’s Board oversees the CEO and other members of management in the day-to-day operations of Welltower and ensures the best interests of Welltower and its shareholders are being served.

Board Leadership Structure

The Board is responsible for selecting the appropriate Board leadership structure. To do so, the Board periodically reviews its leadership structure to determine whether it continues to best serve Welltower and its shareholders.

At this time, the Board believes the current leadership structure, which separates the Chair and CEO roles, best serves Welltower’s overall corporate structure and the Board’s ability to carry out its roles and responsibilities on behalf of Welltower’s shareholders. The Board is currently led by an independent Chair, Mr. Bacon, who is Welltower’s first racially/ethnically diverse Chair. This structure allows the CEO to focus his time and energy on operating and managing Welltower while allowing the Board, led by the independent chair, to oversee management and Welltower’s overall corporate governance matters.

10        WELLTOWER _• 2023 Proxy Statement

Corporate Governance

Role of the Board

Board Independence and Qualifications

Pursuant to the Corporate Governance Guidelines, the Board undertook a review of director independence in February 2023. During this review, the Board considered transactions and relationships between each director or any member of his or her immediate family, and Welltower and its subsidiaries and affiliates. The purpose of this review was to determine whether any relationships or transactions were inconsistent with a determination that a director is independent.

The Board has determined that, other than Mr. Mitra, all of the directors have no material relationship with Welltower (either directly or as a partner, shareholder, or officer of an organization that has a relationship with Welltower) and are independent under the applicable rules of the Securities and Exchange Commission (“SEC”), the New York Stock Exchange (“NYSE”), and the independence standards in Welltower’s Corporate Governance Guidelines. Mr. Mitra is not independent because he is the CEO of Welltower.

The Board has standing Audit, Compensation, Executive, Investment, and Nominating/Corporate Governance Committees. Other than the Compensation Committee, each of these committees is chaired by either a woman or a racially/ethnically diverse director.

Board and Committee Structure

The current membership and function of each of the Board committees is described below. Each committee is governed by a written charter that is approved by the Board. The charters are available on Welltower’s website at https://welltower.com/investors/governance/.

Kenneth J. Bacon

Karen B. DeSalvo

Philip L. Hawkins

Dennis G. Lopez

Shankh Mitra

Ade J. Patton

Diana W. Reid

Sergio D. Rivera

Johnese M. Spisso

Kathryn M. Sullivan

2022 Meetings

Board

10

Audit(1)

6

Compensation

6

Executive

0

Investment

5

Nominating/ Corporate Governance

4

  Member         Chair

WELLTOWER _• 2023 Proxy Statement        11

Corporate Governance

Role of the Board

12        WELLTOWER _• 2023 Proxy Statement

Corporate Governance

Board Functions and Policies

BOARD FUNCTIONS AND POLICIES

Board Meetings and Attendance

Welltower’s policy is to encourage all directors to attend the annual meeting. Nine out of the ten current directors attended last year’s annual meeting of shareholders.

The Board met ten times during the year ended December 31, 2022. Each meeting was followed by an executive session of the independent directors.

The Chair presides at all meetings of the shareholders and of the Board and all executive sessions of the independent directors.

In 2022, all directors attended at least 95% of the aggregate of the meetings of the Board and the committees on which they served.

Governing Documents

The Board has adopted Corporate Governance Guidelines that meet the listing standards adopted by the NYSE and a Code of Business Conduct and Ethics that meets the NYSE’s listing standards and complies with the rules of the SEC. The Corporate Governance Guidelines and Code of Business Conduct and Ethics are available on Welltower’s website at www.welltower.com/investors/governance.

How We Identify Director Candidates

When seeking potential directors, the Board generally looks for individuals who have displayed high ethical standards, integrity, and sound business judgment. The Board also believes that a director candidate should be a current or former senior leader (such as a senior manager, chief operating officer, chief financial officer, or chief executive officer) of a complex organization such as a corporation (including a principal business unit or division of a corporation), university, foundation or governmental entity or otherwise be accustomed to dealing with complex organizational issues. In addition, directors and director candidates should have the education, experience, intelligence, independence, fairness, reasoning ability, practical wisdom, and vision to exercise sound business judgment; strength of character; and values. We also expect directors and director candidates to be willing to attend regularly scheduled meetings of the Board and its committees and to contribute a reasonable amount of time to Welltower’s affairs.

WELLTOWER _• 2023 Proxy Statement        13

Corporate Governance

Board Functions and Policies

In identifying and evaluating director candidates, the Nominating/Corporate Governance Committee first looks at the overall size and structure of the Board and the experience, skills, diversity and other qualities already represented. This process helps the committee determine if there are any specific qualities or skills that would complement the Board’s existing strengths. The Nominating/Corporate Governance Committee takes diversity into account in identifying and evaluating director candidates. We view “diversity” broadly to include (1) professional experience, including experience in Welltower’s primary business segments and in areas of possible future expansion; (2) educational background; and (3) age, race, gender and national origin.

The Nominating/Corporate Governance Committee uses multiple sources for identifying and evaluating director candidates, including referrals from current directors and management, and may seek input from third-party executive search firms. If the Nominating/Corporate Governance Committee retains one or more search firms, those firms may be asked to identify possible candidates, interview and screen such candidates, and act as a liaison between the Nominating/Corporate Governance Committee and each candidate during the screening and evaluation process.

The Nominating/Corporate Governance Committee will review the résumé and qualifications of each candidate based on the criteria described above and determine whether the candidate would add value to the Board. Once the Nominating/Corporate Governance Committee identifies promising candidates, the Nominating/Corporate Governance Committee will obtain such background and reference checks as it deems necessary, and the Chair of the Nominating/Corporate Governance Committee and the Chair of the Board will interview those individuals. Candidates who are good prospects are invited to meet the other members of the Nominating/Corporate Governance Committee and, if approved, will have an opportunity to meet with the remaining directors and management. At the end of this process, if the Nominating/Corporate Governance Committee determines that the candidate can add value to the Board and the candidate expresses an interest in serving on the Board, the Nominating/Corporate Governance Committee will recommend to the Board that the candidate stand for election by the shareholders or fill a vacancy or newly-created position on the Board.

In determining to nominate Mr. Bacon for re-election, the Nominating/Corporate Governance Committee and the Board carefully evaluated and took into account that Mr. Bacon serves on the boards of Ally Financial Inc., Arbor Realty Trust, and Comcast Corporation. The Nominating/Corporate Governance Committee determined, and the Board concurred, that Mr. Bacon is a valuable, productive, and fully engaged director who should be re-elected to the Board. In reaching this conclusion, the Nominating/Corporate Governance Committee took note of Mr. Bacon’s valuable role on the Board as independent Chair and stellar attendance record, and determined that Mr. Bacon’s contributions to Welltower are not compromised by the number of other boards on which he sits.

CANDIDATES SUBMITTED BY SHAREHOLDERS

The Nominating/Corporate Governance Committee will consider qualified director candidates recommended by shareholders. Director candidates who are recommended by shareholders will be evaluated in the same manner as any other director candidate.

Recommendations may be submitted to the Nominating/Corporate Governance Committee in care of the Executive Vice President—General Counsel & Corporate Secretary, Welltower Inc., 4500 Dorr Street, Toledo, Ohio 43615. The Nominating/Corporate Governance Committee must receive recommendations for director candidates to be considered at our 2024 annual meeting by December 14, 2023. Such recommendations must include (1) the name, age, business address and, if known, residence address of the candidate, (2) the principal occupation or employment of the candidate for at least the last five years and a description of the qualifications of the candidate, (3) the class or series and amount of Welltower or its subsidiaries’ equity shares that are owned beneficially or of record by the candidate, and (4) any other information relating to the candidate that is required to be disclosed in solicitations for proxies for election of directors under Regulation 14A of the U.S. Securities Exchange Act of 1934, as amended, together with a written statement from the candidate that he or she consents to serve, if elected, and includes certain representations, and any questionnaires required to be completed by Welltower directors.

Also, the shareholder making the recommendation should include (1) his or her name and record address, together with the name and address of any other shareholder known to be supporting the candidate, and (2) the class or series and amount of Welltower or its subsidiaries’ equity securities that are owned beneficially or of record by the shareholder making the recommendation and by any other supporting shareholders.

In addition to the right of shareholders to recommend director candidates to the Nominating/Corporate Governance Committee, the By-Laws permit eligible shareholders to make nominations at a meeting of shareholders of candidates for election to the Board and to have their director candidates included in Welltower’s proxy materials if the shareholder or shareholders comply with specified prior notice requirements.

The By-Laws require that any such notice relating to a director candidate, whether provided in accordance with the advance notice or the proxy access provisions of the By-Laws, include, in addition to certain other requirements set forth in the By-Laws, all of the information specified in the paragraph above for shareholder recommendations to the Nominating/Corporate Governance Committee for director candidates.

14        WELLTOWER _• 2023 Proxy Statement

Corporate Governance

Board Functions and Policies

Welltower may require that the proposed candidate furnish other information as Welltower may reasonably request to assist in determining the eligibility of the proposed candidate to serve as a director. At any meeting of shareholders, the Chair of the Board may disregard the purported nomination of any person not made in compliance with these procedures. For additional information regarding the deadlines under the advance notice and proxy access provisions of the By-Laws for our 2024 Annual Meeting of Shareholders, see page 77.

Leadership Team

The Leadership Team—made up of our named executive officers, senior vice presidents, and certain vice presidents—is responsible for developing and executing Welltower’s strategic plan and establishing and achieving the plan’s goals and objectives. Of the twenty-two members on the Leadership Team, ten are women and/or racially/ethnically diverse.

To view the biographies of the members of Welltower’s Leadership Team, please visit https://welltower.com/about-us/leadership-team/.

Board Oversight of Risk Management

The Board plays a vital role in overseeing the management of Welltower’s risks. The Board regularly reviews Welltower’s significant risk exposure, including operational, strategic, financial, legal, environmental sustainability and regulatory risks. The Board and the Audit Committee review the management of financial risk and Welltower’s policies regarding risk assessment and risk management. The Audit Committee reviews and discusses with management the strategies, processes and controls pertaining to the management of Welltower’s information technology operations, including cyber risks and information security. At least annually, the Audit Committee receives a cybersecurity update from management, which covers the status of projects to strengthen Welltower’s security systems and improve cyber readiness as well as existing and emerging threat landscapes. The Audit Committee also oversees Welltower’s compliance program with respect to legal and regulatory requirements, including Welltower’s Code of Business Conduct and Ethics and our policies and procedures for monitoring compliance.

The Board and the Compensation Committee review the management of risks relating to Welltower’s compensation plans and arrangements. The Board and the Nominating/Corporate Governance Committee review the management of risks relating to environmental sustainability and Welltower’s corporate governance policies. The Board oversees the Leadership Team, which is tasked with the identification, assessment and management of risks and has established an Enterprise Risk Management Committee to ensure that appropriate risk identification and mitigation procedures are incorporated into Welltower’s daily activities and decision-making. This Committee is led by the Executive Vice President—General Counsel & Corporate Secretary and includes six additional members of the Leadership Team. Additionally, periodic risk reviews are performed with business unit leaders to assess the likelihood of adverse effects, the potential impact of those risks, risk tolerances and mitigating measures.

WELLTOWER _• 2023 Proxy Statement        15

Corporate Governance

Board Functions and Policies

The Board meets at regular intervals with the Leadership Team and key members of management who are primarily responsible for risk management to review Welltower’s significant risk exposures. A report detailing risks identified and the results of mitigation efforts is provided to the Board on a regular basis, including the results of risk mitigation testing performed by Internal Audit. To ensure that cybersecurity is an organization-wide effort, Welltower provides at least annual cybersecurity training for all employees with network access and maintains a security risk insurance policy. We are not aware of any information security breaches within the last three years.

Annual Board Self-Evaluation

Each year, the Board and the Nominating/Corporate Governance Committee evaluate the effectiveness, size, composition and diversity of the Board and each of the committees, all as part of the Board and Committee self-evaluation process. These self-evaluations help the Nominating/Corporate Governance Committee assess the effectiveness of our procedures for identifying and evaluating nominees for director as well as the effectiveness of Board and committee materials, meetings, and relationships with management. In addition, at least every two years, the Nominating/Corporate Governance Committee engages an independent third party to conduct the Board and Committee self-evaluation process, which includes one-on-one meetings between the independent third party and each Board member.

Succession Planning

The Board and the Nominating/Corporate Governance Committee are actively engaged in succession planning. The Compensation Committee conducts an annual review of the CEO’s performance and oversees the performance evaluations of the other named executive officers. Annually, the Board discusses succession plans for the CEO and other members of senior management. This succession planning addresses both succession in the ordinary course of business and contingency planning in case of unexpected events. Each of the CEO’s direct reports meets quarterly with the CEO to discuss development plans and opportunities. The Board also consults with the CEO regarding future candidates for senior leadership positions, succession timing for those positions, and development plans for the candidates with the greatest potential. This process facilitates a meaningful discussion regarding all senior leadership positions, ensures continuity of leadership over the long term, and forms the basis on which Welltower makes ongoing leadership assignments.

16        WELLTOWER _• 2023 Proxy Statement

Corporate Governance

Board Functions and Policies

Limits on Board Service

We encourage directors to serve on other boards of directors to gain breadth of experience that is useful to the Board. However, directors may not serve on the boards of more than three other public companies. Directors who are chief executive officers of public companies may not serve on the boards of more than one other public company, in addition to Welltower’s Board.

Retirement Policy

While the Board has not established formal term limits, no person may be nominated for election as a director after his or her 75^th birthday.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is or has been an executive officer or employee of Welltower, nor did any of them have any relationships requiring disclosure by Welltower under Item 404 of SEC Regulation S-K. None of Welltower’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity from which an executive officer served as a director of Welltower or member of the Compensation Committee during 2022.

Communications with the Board

Shareholders and other parties interested in communicating with the Board or any specific directors, including the Chair or the independent directors as a group, may do so by writing to: The Board of Directors, Welltower Inc., 4500 Dorr Street, Toledo, Ohio 43615.

The Executive Vice President—General Counsel & Corporate Secretary reviews all such correspondence and regularly forwards to the Board a summary of the correspondence (with copies of the correspondence attached) that, in the opinion of the Executive Vice President—General Counsel & Corporate Secretary, relates to the functions of the Board or its committees or that otherwise require their attention. If a communication received relates to questions, concerns or complaints regarding accounting, internal control over financial reporting or auditing matters, it will be summarized and forwarded to the Chair of the Audit Committee for review. Directors may at any time review a log of all correspondence received by Welltower that is addressed to members of the Board and request copies of such correspondence.

WELLTOWER _• 2023 Proxy Statement        17

Corporate Governance

Shareholder Engagement

SHAREHOLDER ENGAGEMENT

Welltower regularly engages in outreach efforts with shareholders relating to our business, executive compensation program, diversity and inclusion, and environmental, social and governance issues. This outreach program is conducted by a cross-functional team, including members of our Capital Markets, Finance, and Legal teams and the Board. We share the feedback we receive from our shareholders with all members of the Board, which gives directors valuable insight into shareholders’ views about Welltower and informs the Board’s decisions.

Welltower engages with shareholders year-round. The below graphic illustrates key elements of this engagement.

Welltower believes that frequent shareholder engagement is important to understanding varying perspectives on key issues and ensuring we implement best practices. In 2022, members of senior management conducted hundreds of meetings with shareholders, investors and analysts to discuss a number of topics, including financial results; Welltower strategy, objectives and performance; sustainability initiatives; compensation metrics; corporate governance initiatives; and industry trends. As part of our outreach, members of our senior leadership and the Board engaged with top shareholders on the topics of corporate governance, executive compensation program, diversity and inclusion efforts, and environmental, social and governance issues. During such meetings, shareholders praised our best-in-class corporate governance practices and encouraged us to continue with our corporate governance initiatives, including evaluating and diversifying Board skills and enhancing continuing education opportunities for members of the Board. Accordingly, in 2022, we conducted a thorough evaluation of the skills held by Board members, added several additional competencies, and launched a robust director resource center, which includes quarterly notifications given to Board members on upcoming in-person and virtual conferences and seminars, articles of interest, and other information, all focused on current topics for Board and committee members. See “Summary of Board Skills and Diversity” on page 20 below for more details. We value shareholder feedback on all topics of governance, and the feedback received is an important component of Board and committee discussions and decisions.

For more information about our 2022 shareholder outreach program, see “Compensation Discussion and Analysis-Shareholder Outreach Initiatives” later in this Proxy Statement.

18        WELLTOWER _• 2023 Proxy Statement

Proposal 1 – Election of Directors

Welltower’s By-Laws provide that the Board shall have between three and 15 members, with the exact number to be fixed by the Board from time to time. The Board has fixed the number of directors at 10. There are 10 Board nominees recommended for election at the Annual Meeting.

The shares represented by your proxy will be voted “for” the election of each of the nominees named below, unless you indicate in the proxy that your vote should be cast “against” any or all of them or that you “abstain.” Each nominee elected as a director will continue in office until the next annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until the earliest of his or her resignation, removal or death. If any nominee declines or is unable to accept such nomination to serve as a director (which the Board does not now expect will happen), the Board reserves the right to substitute another person as a Board nominee, or to reduce the number of Board nominees, as it deems advisable. The proxy solicited hereby will not be voted to elect more than 10 directors.

Except in a contested election, each Board nominee will be elected only if the number of votes cast “for” the nominee’s election exceeds the number of votes cast “against” such nominee’s election. In a contested election (where the number of director nominees exceeds the number of directors to be elected), the voting standard will be a plurality of the votes cast.

Under Welltower’s By-Laws, any incumbent director nominee who receives a greater number of votes “against” his or her election than votes “for” such election will tender his or her resignation for consideration by the Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee will recommend to the Board the action to be taken with respect to such offer of resignation. The Board will act on that recommendation within 90 days from the date of the certification of election results and publicly disclose its decision and the rationale behind it.

WELLTOWER _• 2023 Proxy Statement        19

Proposal 1 – Election of Directors

Summary of Board Skills and Diversity

SUMMARY OF BOARD SKILLS AND DIVERSITY

We believe our directors have an effective mix of backgrounds, diversity, experience, knowledge, and skills. The table below provides a summary of certain collective competencies and attributes of the director nominees. We look to each director to be knowledgeable in all of these areas, and the absence of an indicator for a particular item does not mean a director is less able to contribute to the Board’s decision-making process or that the director does not possess that skill or experience. Rather, the indicator represents that the item is a core competency that the director brings to the Board. The table does not encompass all of any director’s skills or experience.

Category

Profile / Skills

Kenneth J. Bacon

Karen B. DeSalvo

Philip L. Hawkins

Dennis G. Lopez

Shankh Mitra

Ade J. Patton

Diana W. Reid

Sergio D. Rivera

Johnese M. Spisso

Kathryn M. Sullivan

Male

●

●

●

●

●

●

Female

●

●

●

●

Asian

●

Black or African American

●

●

Hispanic or Latino

●

●

Native Hawaiian or Other Pacific Islander

Two or more Races

White

●

●

●

●

●

Banking / Finance / Accounting

●

●

●

●

●

●

●

●

Financial Expert

●

●

●

●

●

●

●

●

●

Health Systems

●

●

●

●

Large Cap Public Companies

●

●

●

●

●

●

●

Operations

●

●

●

●

●

●

Outpatient Medical

●

●

●

REITs

●

●

●

●

●

●

●

Real Estate

●

●

●

●

●

●

●

Seniors Housing

●

●

●

New or Existing Markets

●

●

●

●

●

●

Cybersecurity / Information Technology

●

●

●

●

●

●

Enterprise Risk Management

●

●

●

●

●

●

●

●

Government / Public Policy

●

●

●

●

Innovation Technology / Data

●

●

●

●

International

●

●

●

●

●

Leadership Development / Succession

●

●

●

●

●

●

●

●

●

●

Retail / Institutional Investor Relations

●

●

●

●

●

●

●

Strategy, Marketing, PR, Branding

●

●

●

●

●

●

●

Environmental

●

●

●

●

●

Social

●

●

●

●

●

●

Governance

●

●

●

●

●

●

●

●

20        WELLTOWER _• 2023 Proxy Statement

Proposal 1 – Election of Directors

Director Nominees

DIRECTOR NOMINEES

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Proposal 1 – Election of Directors

Director Nominees

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Proposal 1 – Election of Directors

Director Nominees

WELLTOWER _• 2023 Proxy Statement        23

Proposal 1 – Election of Directors

Director Nominees

24        WELLTOWER _• 2023 Proxy Statement

Proposal 1 – Election of Directors

Director Compensation

DIRECTOR COMPENSATION

The table below summarizes the compensation paid in 2022 to Welltower’s non-employee directors.

2022 Director Compensation Table

The form and amount of non-employee director compensation is determined by the Board upon the recommendation of the Compensation Committee. The Board’s overarching policy is to pay its non-employee directors appropriate and competitive compensation to ensure Welltower’s ability to attract and retain highly-qualified directors in a manner consistent with recognized corporate governance best practices. Directors who are also employees do not receive additional compensation for their Board service. The Compensation Committee generally reviews non-employee director compensation on a bi-annual basis, most recently in November 2022, with its independent compensation consultant, which advises the Compensation Committee on the design and amount of compensation for non-employee directors. Any changes to the non-employee director compensation program are then recommended to the full Board for approval.

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Proposal 1 – Election of Directors

Director Compensation

The compensation program for non-employee directors for the 2022 calendar year consisted of:

Cash Compensation

For 2022, non-employee directors could elect to receive their cash compensation in the form of shares of Welltower common stock. For 2023, non-employee directors may elect to receive their cash compensation in the form of shares of Welltower common stock or Welltower OP LLC (“Welltower OP”) LTIP Units. See “Compensation Discussion and Analysis—Profits Interest Program” on page 59 below.

In November 2022, the Board approved certain changes to the cash components of the non-employee director compensation program that became effective January 1, 2023. Specifically, the annual retainer for all non-employee directors was increased to $100,000 and the additional fees for service as the chair of a committee of the Board were increased as follows: (i) for the Audit Committee chair, to $35,000, (ii) for the Compensation Committee and Investment Committee chairs, to $30,000 and (iii) for the Nominating/Corporate Governance Committee, to $25,000. Additionally, the members of such committees who do not serve as the chair are entitled to the following additional fees: (i) for non-chair service on the Audit Committee, $17,500, (ii) for non-chair service on the Compensation Committee or the Investment Committee, $15,000, and (iii) for non-chair service on the Nominating/Corporate Governance Committee, $12,500. Meeting fees of $1,500 per Board meeting and $1,000 per committee meeting will be paid to attending non-employee directors for Board or committee meetings, as applicable, in each case, in excess of eight such meetings in a calendar year (previously, such additional fees became payable after attending four such meetings in a calendar year).

Equity Compensation

In 2022, the non-employee directors each received grants of deferred stock units with a value of approximately $175,000 pursuant to the 2022 Long-Term Incentive Plan. The initial grants, made on March 3, 2022, had a value of $175,000 in accordance with Welltower’s standard equity granting practice for non-employee directors. Generally subject to continued service, the deferred stock units granted in 2022 will be converted into shares of common stock on the first anniversary of the date of grant. Recipients of deferred stock units also receive dividend equivalent rights entitling them to a cash payment from Welltower in an amount equal to any dividends paid on Welltower’s common stock as and when such common stock is issued.

In connection with the changes to the non-employee director compensation program described above, the grant date fair value of the annual grant of deferred stock units was increased to $200,000 for 2023 and future years.

In January 2023, non-employee directors were provided the opportunity to elect to exchange certain of their outstanding deferred stock units for awards of LTIP Units. For more information on the recent equity award exchange programs and grants of LTIP Units generally, see “Compensation Discussion and Analysis–Profits Interest Program” on page 59 below.

Deferred Compensation

The non-employee directors are eligible to participate in the Welltower Inc. 2019 Nonqualified Deferred Compensation Plan. A non-employee director may elect to defer up to 100% of his or her cash compensation (including any fees payable for serving as the Chair of the Board or for service on a Board committee and meeting fees). Participants are 100% vested in these deferrals. For 2023, non-employee directors may also elect to defer the receipt of any compensation paid in shares of Welltower’s common stock until their retirement from the Board or in 3, 5 or 10 annual installments beginning at a future date.

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Proposal 1 – Election of Directors

Director Compensation

Ownership Guidelines for Non-Employee Directors. The current stock ownership guidelines for the non-employee directors are as follows:

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Proposal 2 – Ratification of the Appointment of the Independent Registered Public Accounting Firm

AUDIT FEES

The Audit Committee is directly responsible for the appointment, retention, compensation, evaluation and oversight of Welltower’s independent registered public accounting firm. The Audit Committee considers whether the independent registered public accounting firm is best positioned and qualified to provide the most effective and efficient service, based on factors such as the independent registered public accounting firm’s familiarity with Welltower’s business, personnel, culture, accounting systems or risk profile; the appropriateness of fees charged; and whether provision of the service by the independent registered public accounting firm would enhance Welltower’s ability to manage or control risk or improve audit quality. The Audit Committee obtains and reviews a report from the independent registered public accounting firm at least annually regarding (a) the independent registered public accounting firm’s internal quality-control procedures; (b) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years regarding one or more independent audits carried out by the independent registered public accounting firm, and any steps taken to deal with any such issues; and (c) all relationships between the independent registered public accounting firm and Welltower (in order to assess the independent registered public accounting firm’s independence). The Audit Committee evaluates the qualifications, performance and independence of the independent registered public accounting firm, including considering whether its quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining its independence, and takes into account the opinions of management and the internal auditors.

The Audit Committee has selected Ernst & Young LLP (“EY”) to serve as Welltower’s independent registered public accounting firm for the year ending December 31, 2023. EY has served as Welltower’s independent registered public accounting firm since Welltower’s inception in 1970. The Audit Committee periodically considers whether it should adopt a policy requiring the regular rotation of the independent registered public accounting firm to ensure continuing auditor independence. The Audit Committee (and in particular the Chair of the Audit Committee) ensures the rotation of the lead (or coordinating) audit partner every five years as mandated by the Sarbanes-Oxley Act of 2002, as amended (“SOX”), and is directly involved in the selection of EY’s lead audit partner. Welltower’s current lead audit partner was appointed beginning with the 2023 audit. The Audit Committee and the Board believe that the continued retention of EY as Welltower’s independent registered public accounting firm is in the best interests of Welltower and its shareholders.

Although the submission of this matter for approval by shareholders is not legally required, the Board believes that such submission follows sound business practice and is in the best interests of shareholders. If this appointment is not ratified by the holders of a majority of the shares of voting securities present online during the virtual Annual Meeting or by proxy at the Annual Meeting, the Audit Committee will consider the selection of another accounting firm. If such a selection were made, it may not become effective until 2024 because of the difficulty and expense of making a substitution. Representatives of EY are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Fees for professional services provided by EY in each of the last two fiscal years, in each of the following categories, are as follows:

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Proposal 2 – Ratification of the Appointment of the Independent Registered Public Accounting Firm

Audit Fees

Audit fees include fees associated with the annual audit, the review of Welltower’s quarterly reports on Form 10-Q and services that generally only the independent registered public accounting firm can provide such as accounting consultations billed as audit services, comfort letters, consents and assistance with review of documents to be filed with or furnished to the SEC.

Audit-related fees primarily include fees for the separate audits of certain of our consolidated subsidiaries, the issuance of attestation reports, and consultations concerning financial accounting and reporting standards not billed as audit services.

Tax fees include fees for tax compliance and tax planning and tax advice services. Tax compliance involves the preparation of original and amended tax returns, claims for refund and tax payment-planning services and assistance with tax audits and appeals. Tax planning and tax advice encompass a diverse range of services, including advice related to acquisitions, and requests for rulings or technical advice from taxing authorities.

None of the foregoing fees were paid for services, the sole business purpose of which was tax avoidance, or the tax treatment of which would not be supported by the Internal Revenue Code of 1986, as amended (the “Code”) and related regulations.

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Proposal 2 – Ratification of the Appointment of the Independent Registered Public Accounting Firm

Pre-approval Policies and Procedures

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has developed policies and procedures concerning its pre-approval of the performance of audit and non-audit services for Welltower by EY and is responsible for the audit fee negotiations associated with the engagement of EY. At its quarterly meetings, the Audit Committee pre-approves particular audit and non-audit services within the following categories of services that it desires the independent registered public accounting firm to undertake: audit services, audit-related services, tax compliance services, tax planning and tax advice services and other services. Prior to giving its approval, the Audit Committee reviews the written descriptions of these services provided by EY and the estimated fees for these services. All other non-audit services must be pre-approved on an individual engagement basis. If there is any question as to whether a proposed service has been pre-approved, management and the independent registered public accounting firm together must contact the Audit Committee to obtain clarification or, if necessary, pre-approval.

All of the audit services, audit-related services, tax compliance services, tax planning and tax advice services and other services provided to Welltower by EY during the year ended December 31, 2022 were pre-approved by the Audit Committee.

Where specific Audit Committee approval of non-audit services is required, the Chair of the Audit Committee may pre-approve the engagement subject to a presentation to the full Audit Committee at its next regularly scheduled meeting.

AUDIT COMMITTEE REPORT

The Audit Committee oversees Welltower’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. In fulfilling its oversight responsibilities this past year, the Audit Committee reviewed and discussed the audited financial statements with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. Management, the internal auditors and the independent registered public accounting firm also made presentations to the Audit Committee throughout the year on specific topics of interest, including Welltower’s (i) 2022 integrated audit plan; (ii) updates on completion of the audit plan; (iii) compliance with the internal controls required under Section 404 of SOX; (iv) critical accounting policies; (v) assessment of the impact of new accounting guidance; (vi) non-GAAP policies and procedures; (vii) disclosure committee charter; (viii) critical audit matters; and (ix) cybersecurity.

The Audit Committee reviewed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of the audited financial statements with U.S. generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of Welltower’s accounting principles and such other matters as are required to be communicated to the Audit Committee under the applicable standards of the Public Company Accounting Oversight Board and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding such firm’s communications with the Audit Committee concerning independence. The Audit Committee has also discussed with the independent registered public accounting firm such firm’s independence from management and Welltower and considered the compatibility of non-audit services with such firm’s independence.

The Audit Committee discussed with Welltower’s independent registered public accounting firm the overall scope and plans for its audit. The Audit Committee met with such firm, with and without management present, to discuss the results of its examinations, its evaluations of Welltower’s internal controls, and the overall quality of Welltower’s financial reporting. The Audit Committee held six meetings during the year ended December 31, 2022.

Based on reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board has approved) that the audited financial statements be included in Welltower’s Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the SEC. The Audit Committee and the Board have also recommended, subject to shareholder ratification, the selection of EY as Welltower’s independent registered public accounting firm for the year ending December 31, 2023. Mr. Patton, Ms. Reid, Mr. Rivera and Ms. Sullivan were each members of the Audit Committee in 2022 and participated in the reviews and discussions described above.

Submitted by the Audit Committee

Kathryn M. Sullivan (Chair)

Ade J. Patton

Diana W. Reid

Sergio D. Rivera

30        WELLTOWER _• 2023 Proxy Statement

Proposal 3 – Approval, on an Advisory Basis, of the Compensation of the Named Executive Officers

We are asking Welltower’s shareholders to vote to approve, on an advisory, non-binding basis, the compensation of the named executive officers as disclosed in this Proxy Statement.

Welltower’s compensation programs are designed to link pay to performance and to reward the named executive officers for achieving short-term and long-term strategic, financial and operational goals and increasing shareholder returns. This compensation philosophy is central to Welltower’s ability to attract, retain and motivate individuals who can achieve superior financial results. We encourage shareholders to read the Compensation Discussion and Analysis section of this Proxy Statement, which describes the details of Welltower’s compensation programs, our key financial and strategic achievements in 2022, and the decisions made by the Compensation Committee with respect to 2022 compensation.

Shareholders are being asked to vote on the following advisory resolution:

Resolved, that the compensation paid to Welltower’s named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s compensation disclosure rules, which disclosures include the disclosures under “Executive Compensation- Compensation Discussion and Analysis,” the compensation tables and the narrative disclosures that accompany the compensation tables, is hereby approved.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers and the policies and practices described in this Proxy Statement. This vote is advisory and therefore not binding on Welltower, the Board, or the Compensation Committee. The Board and the Compensation Committee value the opinions of Welltower’s shareholders, and to the extent there is any significant vote against the named executive officers’ compensation, Welltower will consider shareholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

At Welltower’s 2017 Annual Meeting of Shareholders, shareholders approved a non-binding, advisory proposal to hold annual advisory votes to approve Welltower’s named executive officer compensation. In consideration of the results of the 2017 advisory vote, we currently hold say on pay votes every year. Following consideration of the outcome of the advisory vote on Proposal 4, we expect that the next advisory vote on Welltower’s named executive officer compensation will be held at the 2024 Annual Meeting of Shareholders.

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Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

As described in Proposal 3 above, our shareholders have the opportunity to cast an advisory, non-binding vote to approve the compensation of the named executive officers. In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, this Proposal 4 gives shareholders the opportunity to cast an advisory vote on how often shareholders will be given the opportunity to cast an advisory vote on executive compensation in the future. By voting on this Proposal 4, shareholders may indicate whether they would prefer an advisory vote on executive compensation every year, every two years, or every three years.

Our shareholders voted on a similar proposal in 2017 with the majority voting to hold the advisory vote on executive compensation every year. Accordingly, the Board decided, as previously disclosed, that our shareholders would cast an advisory vote to approve executive compensation every year, at least until the next advisory vote on the frequency of the advisory vote on executive compensation.

Our Board continues to believe that advisory votes on executive compensation should be conducted each year so that our shareholders may provide timely, direct input on Welltower’s executive compensation program, including the philosophy, policies, and practices with respect to such program, as disclosed in the proxy statement each year.

Shareholders may cast their advisory vote to conduct advisory votes on executive compensation every “1 Year,” “2 Years,” or “3 Years,” or “Abstain.”

The Board recommends that on Proposal 4 you vote for future advisory votes on executive compensation to occur every “1 Year.”

As an advisory vote, this Proposal 4 is not binding on Welltower or the Board. However, the Board values the opinions expressed by shareholders and will consider the outcome of the vote when making a decision regarding the frequency of conducting an advisory vote on executive compensation.

The advisory vote on the frequency of holding advisory votes on executive compensation currently occurs every six years. Accordingly, it is expected that the next advisory vote on the frequency of holding advisory votes on executive compensation will occur at the 2029 annual meeting of shareholders.

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Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

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Executive Compensation

Executive Officers

EXECUTIVE OFFICERS

SHANKH MITRA, Chief Executive Officer
Age 42		Mr. Mitra has served as Welltower’s Chief Executive Officer since October 2020. Mr. Mitra’s biographical information appears under “Director Nominees” on page 21.
TIMOTHY G. MCHUGH, Executive Vice President - Chief Financial Officer
Age 38		Mr. McHugh has served as Welltower’s Executive Vice President – Chief Financial Officer since April 2020. Mr. McHugh’s previous roles at Welltower included Senior Vice President – Chief Financial Officer & Treasurer from September 2019 to April 2020, Senior Vice President – Corporate Finance from August 2018 to August 2019, and Vice President – Finance and Investment from January 2016 to August 2018. He also served as Welltower’s Treasurer from March 2017 to August 2018. From 2010 to 2015, Mr. McHugh served as Senior Analyst – Real Estate Securities at RREEF Management, currently known as DWS Investments.
JOHN F. BURKART, Executive Vice President - Chief Operating Officer
Age 59		Mr. Burkart has served as Welltower’s Executive Vice President – Chief Operating Officer since July 2021. Before joining Welltower, Mr. Burkart was at Essex Property Trust, where he served as Chief Operating Officer and Senior Executive Vice President from September 2019 to December 2020 and as Senior Executive Vice President from January 2015 to September 2019. From 1996 to 2014, Mr. Burkart held a series of increasingly senior positions at Essex Property Trust.
MATTHEW G. MCQUEEN, Executive Vice President - General Counsel & Corporate Secretary
Age 50		Mr. McQueen has served as Welltower’s Executive Vice President – General Counsel & Corporate Secretary since November 2020. Mr. McQueen’s previous roles at Welltower included Senior Vice President – General Counsel & Corporate Secretary from July 2016 to November 2020, and Senior Vice President – Legal from March 2015 to July 2016. From 2007 to 2015, Mr. McQueen served as of counsel and a partner in the Corporate and Securities group at the law firm of Sidley Austin LLP.
AYESHA MENON, Executive Vice President - Wellness Housing and Development
Age 42		Ms. Menon has served as Welltower’s Executive Vice President – Wellness Housing and Development since January 2023. Ms. Menon previously served as Senior Vice President – Wellness Housing and Development from May 2021 to January 2023 and Senior Vice President – Strategic Investments from May 2019 to May 2021. From April 2018 to April 2019, Ms. Menon served as Director of Real Estate Investment at Sidewalk Labs, an Alphabet Inc. company. Ms. Menon was a real estate investor at Wheelock Street Capital from 2008 to 2018.
JOSHUA T. FIEWEGER, Chief Accounting Officer
Age 43		Mr. Fieweger has served as Welltower’s Chief Accounting Officer since November 2020. Mr. Fieweger’s previous roles at Welltower included Senior Vice President & Controller from January 2019 to November 2020, Vice President – Controller from March 2018 to December 2018, Vice President – Accounting from January 2015 to March 2018, and Director – Accounting from August 2011 to December 2014. Prior to joining Welltower in 2011, Mr. Fieweger was a Senior Manager in the audit and assurance practice at Ernst & Young LLP.

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Executive Compensation

Executive Summary

EXECUTIVE SUMMARY

2022 Business Performance Highlights

Due to the needs-based nature of healthcare real estate, the performance of our various segments remained resilient in 2022 despite a year of elevated macroeconomic and geopolitical turbulence. We believe we are headed into 2023 with significant momentum, fueled by our strengthened operating fundamentals, external growth possibilities, and a very healthy balance sheet. The strong foundation we have built in recent years continues to bear fruit and our confidence in the long-term growth prospects remains high. See pages 4 and 5 for more information on our business performance.

Named Executive Officers

This Compensation Discussion and Analysis discusses the compensation of the following individuals, who were Welltower’s named executive officers (or “NEOs”) in 2022.

Biographical information about these individuals appears on page 34.

Compensation Principles

Welltower’s executive compensation program is designed to attract, motivate and retain top executive talent. Competing successfully in this dynamic sector requires highly skilled, knowledgeable individuals who are committed to delivering outstanding shareholder returns while effectively building relationships across the industry. We compete for talent both in the REIT industry and in areas beyond the REIT industry, including the investment banking and private equity fields. The Compensation Committee continually reviews and refines Welltower’s compensation practices so that the compensation program is in line with the market, is responsive to shareholder concerns, and considers best compensation practices. To that end, Welltower’s compensation program is based on three core principles:

Compensation Philosophy and Objectives

The philosophy underlying Welltower’s executive compensation program is that we should provide competitive pay for achieving rigorous performance goals. The objective is to attract and retain the caliber of executive officers and other key employees necessary for Welltower to deliver sustained high performance to shareholders. Outlined below are the principles underlying Welltower’s executive compensation program.

Strongly align pay and performance, utilizing absolute and relative goals across annual and multi-year performance periods

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Executive Compensation

Executive Summary

Link compensation realized to the achievement of Welltower’s short- and long-term financial and strategic goals

Align management and shareholder interests by rewarding for long-term shareholder value creation

Attract and retain top management talent

Policies and Procedures

Welltower has adopted a number of measures to drive performance, align executive and shareholder interests, and implement the compensation philosophy described above.

What Welltower Does						What Welltower Doesn’t Do
		Pays for performance. A significant portion of executive pay is not guaranteed, but rather is at-risk and tied to key financial and value-creation metrics that are disclosed to shareholders. Performance awards are only earned if certain performance hurdles are achieved.						Guarantee salary increases, bonuses or equity grants. Welltower does not guarantee annual salary increases, bonuses or equity grants. We currently have no guaranteed commitments to grant any bonuses or equity-based awards.
		Balances short- and long-term incentives. The incentive programs provide an appropriate balance of annual and longer-term incentives.						Provide excise tax gross-up payments. Welltower does not have any employment agreements that require excise tax gross-up payments and does not intend to enter into agreements that provide for such payments in the future.
		Caps award payouts. Amounts or shares that can be earned under the annual incentive program and the long-term incentive program are capped. There are no guaranteed minimum amounts or awards.						Reprice options; no cash buyout. Since the initial public offering in 1978, Welltower has not repriced or otherwise reduced the per-share exercise price of any outstanding stock options. Repricing of stock options without shareholder approval is not permitted under the 2022 Long-Term Incentive Plan. Welltower has also never bought out options or SARs with cash.