Welltower (WELL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 22, 2025, with updates to the long-term incentive plan for shareholder approval.

• Supplement updates disclosures regarding Proposal 4, focusing on amendments to the 2022 Long-Term Incentive Plan.

Voting matters and shareholder proposals

• Proposal 4 seeks approval to increase authorized shares under the incentive plan by 10,000,000, totaling 20,000,000 shares.

• Proposal 4 also extends the plan's term to April 6, 2035, and amends it to reflect tax code changes.

Executive compensation and say-on-pay

• Plan amendments increase the limit on incentive stock options by 10,000,000 shares, matching the new total authorized.

• Performance award provisions are updated to comply with changes to Section 162(m) of the tax code, affecting deductibility of executive compensation.

• Deletions include removal of shareholder-approved business criteria, individual participant limits, and restrictions on discretionary adjustments to awards.