Welltower (WELL) Proxy filing summary

Executive summary

• Achieved exceptional financial performance in 2025, including $33B in transaction activity, rotation into higher-growth seniors housing, and no near-term dilution.

• Launched a private funds management business, closing Seniors Housing Fund I with $2.5B in commitments.

• Upgraded credit ratings to A3 (Moody's) and A- (S&P), reflecting a strong balance sheet.

• Introduced the Welltower Charles T. Munger Grant Program to recognize frontline employees.

• Announced "Welltower 3.0," focusing on operational and technology transformation for the next decade.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine directors, ratification of Ernst & Young LLP as auditor for 2026, and an advisory vote on executive compensation.

• Board recommends voting FOR all director nominees and proposals.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; diverse in gender, ethnicity, and professional background.

• Annual elections, majority voting standard, proxy access, and no poison pill.

• Board committees (Audit, Compensation, Executive, Investment, Nominating/Corporate Governance) are composed solely of independent directors (except CEO on Executive Committee).

• Regular board and committee self-evaluations, director orientation, and continuing education.

• Robust equity ownership guidelines and clawback policies for directors and executives.