Shareholders at Welltower (NYSE: WELL) back board but oppose pay plan

Rhea-AI Filing Summary

Welltower Inc. reported voting results from its 2026 Annual Meeting of Shareholders. All nine director nominees were elected, each receiving more votes for than against, with broker non-votes recorded on each director proposal.

Shareholders ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 611,182,123 votes for, 50,179,748 against and 815,866 abstentions. However, shareholders did not approve, on an advisory basis, the compensation of the company’s named executive officers, which received 120,364,416 votes for, 515,585,650 against, 1,208,877 abstentions and 25,018,794 broker non-votes.

Positive

• None.

Negative

• Advisory say-on-pay vote failed with a large negative margin, as executive compensation received 120,364,416 votes for and 515,585,650 against, indicating substantial shareholder dissatisfaction with the company’s named executive officer pay program.

Insights

Corporate governance analyst

Shareholders re-elected directors and auditor but strongly opposed executive pay.

Welltower shareholders approved all director nominees and ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026. These outcomes signal general support for the board slate and the company’s choice of auditor.

The key development is the failed advisory vote on named executive officer compensation, with 515,585,650 votes against versus 120,364,416 for. Such a wide margin typically indicates significant shareholder concern about the pay program’s structure or outcomes. The advisory nature means pay is not automatically changed, but boards commonly review compensation practices after this type of result.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Auditor ratification for votes: 611,182,123 votes Auditor ratification against votes: 50,179,748 votes Say-on-pay for votes: 120,364,416 votes +3 more

6 metrics

Auditor ratification for votes 611,182,123 votes For ratifying Ernst & Young LLP as 2026 auditor

Auditor ratification against votes 50,179,748 votes Against ratifying Ernst & Young LLP as 2026 auditor

Say-on-pay for votes 120,364,416 votes For advisory approval of named executive officer compensation

Say-on-pay against votes 515,585,650 votes Against advisory approval of named executive officer compensation

Kenneth J. Bacon for votes 631,897,835 votes For election as director at 2026 Annual Meeting

Shankh Mitra for votes 627,627,820 votes For election as director at 2026 Annual Meeting

Key Terms

Annual Meeting of Shareholders, independent registered public accounting firm, broker non-votes, named executive officers, +1 more

5 terms

Annual Meeting of Shareholders financial

"At the 2026 Annual Meeting of Shareholders held on May 21, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

independent registered public accounting firm financial

"ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"set forth the number of votes cast for and against, and the number of abstentions and broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

named executive officers financial

"did not approve, on an advisory basis, the compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Schedule 14A regulatory

"described in the Company’s definitive proxy statement on Schedule 14A"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

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Understanding 8-K Material Events →

false 0000766704 0000766704 2026-05-21 2026-05-21 0000766704 us-gaap:CommonStockMember 2026-05-21 2026-05-21 0000766704 well:GuaranteeOf4.800NotesDue2028IssuedByWelltowerOpLlcMember 2026-05-21 2026-05-21 0000766704 well:GuaranteeOf4.500NotesDue2034IssuedByWelltowerOpLlcMember 2026-05-21 2026-05-21

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

Date of Report (Date of earliest event reported): May 21, 2026

Welltower Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-8923		34-1096634
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4500 Dorr Street, Toledo, Ohio		43615
(Address of principal executive offices)		(Zip Code)

Registrants’ telephone number, including area code: (419) 247-2800

Not Applicable

(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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $1.00 par value per share		WELL		New York Stock Exchange
Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC		WELL/28		New York Stock Exchange
Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC		WELL/34		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

At the 2026 Annual Meeting of Shareholders held on May 21, 2026 (the “Annual Meeting”), the shareholders of Welltower Inc. (the “Company”) elected the nine directors nominated by the board of directors of the Company to serve until the 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified; ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and did not approve, on an advisory basis, the compensation of the Company’s named executive officers.

The proposals are further described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 10, 2026 (the “2026 Proxy Statement”).

The tables below set forth the number of votes cast for and against, and the number of abstentions and broker non-votes, for each matter voted upon by the Company’s shareholders.

Proposal #1 — The election of nine director nominees named in the 2026 Proxy Statement to hold office until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified:

Nominee		For		Against		Abstentions		Broker Non-Votes
Kenneth J. Bacon		631,897,835		4,414,803		846,305		25,018,794
Karen B. DeSalvo		629,928,284		5,185,300		2,045,359		25,018,794
Andrew Gundlach		633,701,857		2,611,078		846,008		25,018,794
Dennis G. Lopez		633,775,795		2,538,829		844,319		25,018,794
Shankh Mitra		627,627,820		8,666,635		864,488		25,018,794
Ade J. Patton		480,229,232		156,084,877		844,834		25,018,794
Sergio D. Rivera		480,322,774		155,990,543		845,626		25,018,794
Johnese M. Spisso		465,929,347		169,190,898		2,038,698		25,018,794
Kathryn M. Sullivan		483,895,373		152,434,182		829,388		25,018,794

Each of the directors was elected at the Annual Meeting.

Proposal #2 — The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:

For		Against		Abstentions		Broker Non-Votes
611,182,123		50,179,748		815,866		0

This proposal was approved at the Annual Meeting.

Proposal #3 — The approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the 2026 Proxy Statement:

For		Against		Abstentions		Broker Non-Votes
120,364,416		515,585,650		1,208,877		25,018,794

This proposal was not approved at the Annual Meeting.

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: May 22, 2026				By:		/s/ MATTHEW MCQUEEN
				Name:		Matthew McQueen
				Title:		Chief Legal Officer – General Counsel & Corporate Secretary

FAQ

What did Welltower (WELL) shareholders approve at the 2026 Annual Meeting?

Shareholders re-elected all nine director nominees and ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, showing broad support for the board slate and audit choice.

How did Welltower (WELL) shareholders vote on the 2026 auditor ratification?

Shareholders ratified Ernst & Young LLP with 611,182,123 votes for, 50,179,748 against and 815,866 abstentions. This strong approval confirms investor backing for EY as Welltower’s independent registered public accounting firm for the 2026 fiscal year.

Did Welltower (WELL) shareholders approve executive compensation in 2026?

No. The advisory vote on named executive officer compensation failed, receiving 120,364,416 votes for, 515,585,650 against and 1,208,877 abstentions, plus 25,018,794 broker non-votes, signaling significant shareholder concern about the executive pay program.

How many votes did Welltower (WELL) directors receive in the 2026 election?

Each of the nine nominees received more votes for than against. For example, nominee Kenneth J. Bacon received 631,897,835 votes for, 4,414,803 against and 846,305 abstentions, with 25,018,794 broker non-votes recorded on that proposal.

What was the shareholder support level for Welltower (WELL) CEO Shankh Mitra as director?

Shankh Mitra received 627,627,820 votes for, 8,666,635 against and 864,488 abstentions, along with 25,018,794 broker non-votes. Despite some opposition, this result still reflects majority shareholder support for his continued service on the board.

What type of meeting results did Welltower (WELL) disclose in this 8-K?

Welltower disclosed final voting results from its 2026 Annual Meeting of Shareholders, including elections of nine directors, ratification of Ernst & Young LLP as auditor, and the failed advisory vote on named executive officer compensation.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.4 KB