Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Election of
Directors
(b)
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Departure of Directors or Certain Officers
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Resignation of Interim President and
Chief Executive Officer
In connection with the previously disclosed anticipated management changes at HCP, Inc. (the
Company), on December 30, 2016, Michael D. McKee provided notice to the Board of Directors of the Company (the Board) that, while he intends to continue to serve as Executive Chairman, he was resigning as interim
President and Chief Executive Officer, effective January 1, 2017.
(c)
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Appointment of Certain Officers
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Election of Chief Executive Officer
On December 30, 2016, the Board elected Thomas M. Herzog, 54, to serve as Chief Executive Officer, effective January 1, 2017. The
Company has initiated a search to fill the position of Chief Financial Officer.
Mr. Herzog served as Chief Financial Officer
(CFO) of the Company from June 2016 through December 2016. From January 2013 until joining the Company in June 2016, he was CFO of UDR, Inc. (NYSE: UDR), a multifamily REIT. Mr. Herzog served as CFO of Amstar, a Denver-based real
estate investment company, from August 2011 to January 2013. He previously served as CFO of the Company from April 2009 to May 2011. Mr. Herzog was Chief Accounting Officer at Apartment Investment and Management Company (NYSE: AIV), a
multifamily REIT, from 2004 to 2005 and CFO from 2005 to 2009. From 2000 to 2004, he served in the roles of Chief Accounting Officer & Global Controller and Finance Technical Advisor for GE Real Estate. Prior to joining GE Real Estate,
Mr. Herzog began his career in public accounting with Deloitte & Touche LLP, serving in the audit department for ten years, including a two-year national office assignment in the real estate group. He currently serves on the Board of
Directors for Tier REIT, Inc. (NYSE: TIER), an office property REIT.
There are no family relationships involving Mr. Herzog that
would require disclosure under Item 401(d) of Regulation S-K. There are no current or proposed transactions in which he or any member of his immediate family has, or will have, a direct or indirect material interest that would require
disclosure under Item 404(a) of Regulation S-K.
Election of President
On December 30, 2016, the Board also elected J. Justin Hutchens, 42, to serve as President, effective January 1, 2017.
Mr. Hutchens has been with the Company since September 2015, most recently as Executive Vice President and Chief Investment Officer.
Prior to joining the Company, Mr. Hutchens was President and Chief Executive Officer of National Health Investors, Inc. (NYSE: NHI), a healthcare REIT, since March 2011 and President and Chief Operating Officer (COO) from February
2009 to March 2011. He served on NHIs Board of Directors from 2010 to 2015. Mr. Hutchens has national operating experience as the COO of Summerville Senior Living from 2003 to 2007 and, upon its merger with Emeritus Corporation, the COO
of Emeritus Senior Living Corporation (NYSE: ESC) from 2007 to 2009. From 1997 to 2003, he held multi-site management roles overseeing marketing and operations in the senior housing and post-acute industries. Mr. Hutchens currently serves on
the Board of Directors for the National Investment Center for Seniors Housing and Care.
There are no family relationships involving
Mr. Hutchens that would require disclosure under Item 401(d) of Regulation S-K. There are no current or proposed transactions in which he or any member of his immediate family has, or will have, a direct or indirect material interest that
would require disclosure under Item 404(a) of Regulation S-K.
2
(d)
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Election of Directors
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Election of Director of the Board
On December 30, 2016, the Board appointed Thomas M. Herzog to serve as a director of the Board, effective January 1, 2017, until the
Companys next annual meeting of stockholders or until his successor is duly elected and qualified.
There is not any arrangement or
understanding between Mr. Herzog and any other persons pursuant to which he was appointed as a director of the Company. Furthermore, the Company has not been since the beginning of the last fiscal year, and is not currently proposed to be,
a participant in any related party transaction with Mr. Herzog within the meaning of Item 404(a) of Regulation S-K.