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

 

May 1, 2012 (April 26, 2012)
Date of Report (Date of earliest event reported)

 

HCP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

3760 Kilroy Airport Way

Suite 300

Long Beach, California 90806

(Address of principal executive offices) (Zip Code)

 

(562) 733-5100

(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:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item  5.07                  Submission of Matters to a Vote of Security Holders.

 

HCP, Inc. (the “Company”), a Maryland corporation, held its Annual Meeting of Stockholders on April 26, 2012 (the “Annual Meeting”).  At the Annual Meeting there were present, in person or by proxy, 372,855,927 shares of the Company’s common stock, which represented approximately 90.85% of the shares entitled to vote and constituted a quorum.

 

Set forth below are the voting results of the three proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s definitive Proxy Statement, filed with the Securities and Exchange Commission on March 13, 2012.

 

Proposal 1.  All of the nominees listed below were elected to the Board of Directors of the Company and each received the affirmative vote of a majority of the votes cast at the Annual Meeting.

 

		For		Against		Abstain		Broker Non- Votes		% of Votes Supporting
James F. Flaherty III		336,124,359		4,852,630		517,203		31,361,735		98.58%
Christine N. Garvey		337,240,410		3,985,465		268,317		31,361,735		98.83%
David B. Henry		337,726,697		3,489,692		277,803		31,361,735		98.98%
Lauralee E. Martin		332,743,981		8,474,374		275,837		31,361,735		97.52%
Michael D. McKee		336,818,006		3,842,633		833,553		31,361,735		98.87%
Peter L. Rhein		333,822,045		7,384,109		288,038		31,361,735		97.84%
Kenneth B. Roath		339,896,950		1,312,544		284,698		31,361,735		99.62%
Joseph P. Sullivan		335,609,740		5,580,680		303,772		31,361,735		98.36%

 

Proposal 2.  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, 2012 was approved at the Annual Meeting.

 

 

Proposal 3.  The advisory vote to approve executive compensation was approved at the Annual Meeting.

 

For		Against		Abstain		Broker Non-Votes		% of Votes Supporting
325,116,518		11,998,071		4,379,603		31,361,735		96.44%

 

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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:  May 1, 2012
	HCP, Inc.
	By:	/s/ Timothy M. Schoen
		Timothy M. Schoen
		Executive Vice President and
		Chief Financial Officer

 

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