Item 2.02 Results of Operations and Financial Condition.
On November 1, 2022, Healthpeak Properties, Inc., a Maryland corporation
("Healthpeak"), issued a press release setting forth its financial results for
the three and nine months ended September 30, 2022. The press release refers to
the Discussion and Reconciliation of Non-GAAP Financial Measures, which is
available in the Investor Relations section of Healthpeak's website, free of
charge, at http://ir.healthpeak.com/quarterly-results. The press release and
Discussion and Reconciliation of Non-GAAP Financial Measures are furnished
herewith as Exhibits 99.1 and 99.3, respectively, and are incorporated by
reference herein.
The information set forth in this Item 2.02 of this Current Report on Form 8-K
and the related information in Exhibits 99.1 and 99.3 attached hereto are being
furnished herewith, and shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, and shall not be
incorporated by reference in any filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
or the Exchange Act, except as shall be expressly set forth by specific
reference therein.
Item 5.02 Departure of Directors or Certain Officers?
Election of Directors? Appointment of Certain Officers? Compensatory
Arrangements of Certain Officers.
On November 1, 2022, the Board of Directors of Healthpeak appointed Jeffrey H.
Miller, Healthpeak's Executive Vice President, as General Counsel, effective
November 1, 2022. Mr. Miller succeeds Troy E. McHenry, who mutually agreed with
Healthpeak to step down from his position as Chief Legal Officer and General
Counsel, effective November 1, 2022.
Mr. Miller joined Healthpeak in 2018 and has served in a variety of senior
operational leadership roles. Prior to that, Mr. Miller served as Chief
Operating Officer at Welltower, Inc. from 2014 to 2017, and General Counsel from
2004 to 2014.
In connection with Mr. McHenry's departure from Healthpeak, he has executed a
release agreement with Healthpeak (the "Release Agreement") and, subject to his
non-revocation of the Release Agreement and compliance with certain restrictive
covenants set forth in the Release Agreement, Mr. McHenry will be entitled to
receive certain benefits as detailed in the Release Agreement.
The foregoing description of the Release Agreement does not purport to be
complete and is qualified in its entirety by the full text of the Release
Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated by
reference herein.
Item 7.01 Regulation FD Disclosure.
A supplemental report containing financial results and related information of
Healthpeak for the three and nine months ended September 30, 2022 is furnished
as Exhibit 99.2 hereto and incorporated by reference herein. The supplemental
report is also available in the Investor Relations section of Healthpeak's
website, free of charge, at http://ir.healthpeak.com/quarterly-results.
The information set forth in this Item 7.01 of this Current Report on Form 8-K
and the related information in Exhibit 99.2 attached hereto is being furnished
herewith, and shall not be deemed filed for purposes of Section 18 of the
Exchange Act or otherwise subject to the liabilities of that section, and shall
not be incorporated by reference in any filing with the Securities and Exchange
Commission under the Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference therein.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished
herewith:
No. Description
10.1 Release Agreement for Troy E. McHenry, dated November 1, 2022.
99.1 Press Release dated November 1, 2022.
99.2 September 30, 2022, Supplemental Report.
99.3 September 30, 2022, Discussion and Reconciliation of Non-GAAP Financial
Measures.
104 Cover Page Interactive Data File (embedded within the inline XBRL document and
contained in Exhibit 101).
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