Welltower (WELL) Proxy Filing summary

Executive summary

• Achieved outstanding per share growth and total shareholder returns in 2024, driven by strong seniors housing business and record capital deployment activity.

• Maintained one of the lowest leverage levels among large cap REITs and enhanced liquidity with $8.7B available as of year-end 2024.

• Generated total shareholder return of 43.1%, surpassing major indices, and paid $2.56 per share in dividends, marking the 215th consecutive dividend.

• Recognized for sustainability leadership, including GRESB Green Star, ENERGY STAR Partner of the Year, and top ESG ratings.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors, ratification of Ernst & Young LLP as auditor, advisory approval of executive compensation, and approval of the Amended and Restated 2022 Long-Term Incentive Plan.

• Board recommends voting FOR all proposals and nominees.

Board of directors and corporate governance

• Board consists of nine members, with all but the CEO being independent; led by an independent Chair.

• Board diversity includes a mix of gender, race, ethnicity, and professional backgrounds.

• Committees include Audit, Compensation, Executive, Investment, and Nominating/Corporate Governance, all with independent members.

• Annual board and committee evaluations, robust equity ownership guidelines, and active shareholder engagement.