Welltower Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine director nominees to hold office until the next annual meeting and until their successors are elected and qualified.

2. 2

   Ratification of the Selection of the Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP as Welltower’s independent registered public accounting firm for the year ending December 31, 2026.

3. 3

   Advisory Approval of Named Executive Officers’ Compensation (Say-on-Pay

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to the named executive officers as disclosed in the proxy statement, including the 10-Year ECAP.

   More detail

   This advisory proposal asks shareholders to approve the disclosure and overall structure of NEO compensation, including the newly adopted 10-Year Executive Continuity and Alignment Program (10-Year ECAP) that replaces virtually all executive cash and equity compensation from 2026–2035 with LTIP Units tied to robust absolute and relative performance metrics and long-term retention. Management seeks approval to confirm investor support for its compensation philosophy that emphasizes long-term alignment, retention, and pay-for-performance through multi-year performance metrics (5-year performance with 10-year retention), balanced market-cap and relative TSR components, absolute TSR gating, and a stock-price cap to limit dilution. The Compensation Committee undertook an extensive process with independent advisors, conducted shareholder outreach, and concluded the program secures leadership continuity while limiting dilution; the Board recommends a FOR vote because it believes the program aligns executives’ incentives with shareholders, mitigates windfalls via clawbacks and extended hold periods upon voluntary resignation, and responds to investor feedback. However, as an advisory vote it is non-binding, and the Compensation Committee will consider shareholder concerns if significant opposition occurs. The proposal is non-routine and invites shareholders to express views on significant, novel compensation arrangements at a company-leading scale, implicating governance, talent retention, dilution, and long-term performance risks and benefits.

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When is the Welltower Inc 2026 annual meeting?

Welltower Inc (WELL) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Welltower Inc 2026 meeting?

The record date for the Welltower Inc 2026 meeting is Thursday, March 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Welltower Inc's 2026 meeting?

The board is presenting 9 director nominees at the Welltower Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Welltower Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Welltower Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.