UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 28, 2023, the Board of Directors (the “Board”) of Welltower Inc. (the “Corporation”) approved and adopted the Corporation’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”), effective immediately. Among other things, the amendments: (a) revise and enhance the procedural mechanics and disclosure requirements relating to business proposals submitted and director nominations made by stockholders, including by updating certain provisions to promote consistency with the Securities and Exchange Commission’s adoption of Rule 14a-19 under the Securities Exchange Act of 1934, as amended, relating to the universal proxy rules, and by requiring certain additional background information regarding the proposing stockholders, proposed nominees or business (as applicable) and certain other persons related to such matter; (b) require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; (c) eliminate the requirement to have a stockholder list available for inspection at stockholder meetings; (d) revise and enhance the organizational mechanics relating to the conduct of stockholder meetings; (e) opt out of Section 116 of the General Corporation Law of the State of Delaware (the “DGCL”) by requiring that certain notices and other information or documents provided by stockholders to the Corporation pursuant to the Bylaws must be delivered in writing; (f) allow the Board and its committees to conduct business in the event of an emergency, as permitted under the Section 110 of the DGCL; (g) clarify certain provisions relating to the Corporation’s officers, including with respect to officers’ stock ownership, the designation of the Chair of the Board and the designation of the President of the Corporation; (h) provide for certain procedures relating to the use of electronic signatures; (i) clarify the indemnification provisions with respect to the maintenance of insurance by the Company and severability; and (j) add a provision regarding the purchase and maintenance of insurance on behalf of directors, officers, employees, and other specified indemnitees. The By-Laws also incorporate various other updates and administrative, technical, clarifying and conforming changes, including with respect to the use of gender-neutral terms.
The foregoing summary of the amendments to the By-Laws is qualified in all respects by reference to the text of the By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description of Exhibit | |
| 3.1 | Amended and Restated By-Laws of Welltower Inc. | |
| 104 | Cover page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL document. | |
SIGNATURE
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.
| WELLTOWER INC. | ||||
| Date: November 30, 2023 | By: | /s/ MATTHEW MCQUEEN | ||
| Name: | Matthew McQueen | |||
| Title: | Executive Vice President – General Counsel & Corporate Secretary | |||