WELLTOWER INC. 8-K

What Happened

• Welltower Inc. filed an 8-K reporting the results of its Annual Meeting of Shareholders held May 21, 2026. The board’s nine director nominees were elected to serve until the 2027 annual meeting; Ernst & Young LLP was ratified as the company’s independent registered public accounting firm for FY2026; and the advisory "say-on-pay" vote on named executive officer compensation was not approved by shareholders.
• Voting totals included sizable opposition on some director elections and a decisive rejection of the advisory compensation proposal. For the ratification of Ernst & Young, 611,182,123 votes were for, 50,179,748 against, and 815,866 abstentions.

Key Details

• Directors elected (selected vote examples): Kenneth J. Bacon — For: 631,897,835; Against: 4,414,803; Karen B. DeSalvo — For: 629,928,284; Against: 5,185,300. Several nominees had significant against votes (e.g., Ade J. Patton — For: 480,229,232; Against: 156,084,877; Johnese M. Spisso — For: 465,929,347; Against: 169,190,898).
• Auditor ratification: Ernst & Young LLP ratified with 611,182,123 for and 50,179,748 against.
• Advisory pay vote (say-on-pay): Not approved — For: 120,364,416; Against: 515,585,650; Abstentions: 1,208,877; Broker non-votes: 25,018,794.
• Broker non-votes of 25,018,794 were recorded on director and advisory matters where applicable.

Why It Matters

• The election of all nine directors keeps the current board in place, but the large "against" tallies on several nominees and the strong rejection of the say-on-pay proposal signal clear shareholder dissatisfaction with executive compensation as disclosed in the 2026 Proxy Statement. The say-on-pay result is advisory (non-binding), but it is material feedback the board and management will likely consider when reviewing pay practices and investor relations.
• Ratification of Ernst & Young maintains continuity of the company’s independent auditor for FY2026, which preserves the current audit relationship and reporting process.