---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-152932"
form_type: "8-K"
ticker: "WELL"
cik: "0000766704"
company_name: "WELLTOWER INC."
filed_at: "2023-05-24T23:59:59+00:00"
generated_at: "2026-06-14T16:26:06.982717+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Welltower shareholders elect 10 directors; say-on-pay passes narrowly with 51.8% for

## Summary
- All 10 director nominees elected; Kenneth J. Bacon received 30.2M against (highest opposition).
- Advisory vote on executive compensation approved, 226.5M for vs 210.4M against (51.8% for).
- Shareholders voted 423.2M for future say-on-pay votes every year; 3-year option received 13.6M.
- Ratification of Ernst & Young as auditor for FY2023 approved with 440.0M for (95.3% of votes cast).

## SEC filing metadata
- accession: 0001193125-23-152932
- form_type: 8-K
- ticker: WELL
- cik: 0000766704
- company_name: WELLTOWER INC.
- filed_at: 2023-05-24T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/766704/000119312523152932/0001193125-23-152932-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/766704/000119312523152932/d496008d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-152932
- JSON: https://secwatch.observer/filing/0001193125-23-152932.json
- Plain text: https://secwatch.observer/filing/0001193125-23-152932.txt

## Key facts
- Shareholder Votes
  WELLTOWER INC. shareholders approved Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-05-23 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-23
  source text: Proposal #2 — The ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023: For Against Abstentions Broker Non-Votes 440,020,061 21,492,128 389,356 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/766704/000119312523152932/0001193125-23-152932-index.htm
- Shareholder Votes
  WELLTOWER INC. shareholders approved Advisory vote on the frequency of future advisory votes on executive compensation at the 2023-05-23 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-23
  source text: Proposal #4 — An advisory vote on the frequency of future advisory votes on executive compensation: 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 423,190,210 354,568 13,553,311 344,305 24,459,151
  evidence_url: https://www.sec.gov/Archives/edgar/data/766704/000119312523152932/0001193125-23-152932-index.htm
- Shareholder Votes
  WELLTOWER INC. shareholders approved Election of ten directors to hold office until the 2024 Annual Meeting at the 2023-05-23 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-23
  source text: Proposal # 1 — The election of ten directors 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 406,976,064 30,173,761 292,569 24,459,151
  evidence_url: https://www.sec.gov/Archives/edgar/data/766704/000119312523152932/0001193125-23-152932-index.htm
- Shareholder Votes
  WELLTOWER INC. shareholders approved Advisory approval of the compensation of the Company's named executive officers at the 2023-05-23 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-23
  source text: Proposal #3 — The approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the 2023 Proxy Statement: For Against Abstentions Broker Non-Votes 226,487,722 210,356,346 598,326 24,459,151
  evidence_url: https://www.sec.gov/Archives/edgar/data/766704/000119312523152932/0001193125-23-152932-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.