UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

 

HCP, Inc.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

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(4)

Date Filed:

 

 

 

 


 

HCP, INC. ANNUAL MEETING OF STOCKHOLDERS Thursday, April 23, 2009 9:30 a.m., California time Long Beach Marriott 4700 Airport Plaza Drive Long Beach, California 90815 For directions to the HCP, Inc. 2009 Annual Meeting, please call 888-604-1990, toll free. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on April 23, 2009. Notice is hereby given that the Annual Meeting of Stockholders of HCP, Inc. will be held at the Long Beach Marriott, 4700 Airport Plaza Drive, Long Beach, California on April 23, 2009 at 9:30 a.m., California time. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Proxy Statement and 2008 Annual Report are available at www.ematerials.com/hcp If you want to receive a paper copy or an e-mail with links to the electronic materials, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side of this notice on or before April 10, 2009 to facilitate timely delivery. Matters intended to be acted upon at the meeting are listed below. The Board of Directors recommends that you vote FOR the following proposals: 1. To elect eleven (11) persons to HCP’s Board of Directors. 2. To approve amendments to HCP’s 2006 Performance Incentive Plan. 3. To ratify the appointment of Ernst & Young LLP as HCP’s independent auditors for the fiscal year ending December 31, 2009. You may immediately vote your proxy on the Internet at: www.eproxy.com/hcp • Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on April 22, 2009. • Please have this Notice and the last four digits of your Social Security Number or Tax Identification Number available. Follow the instructions to vote your proxy. Your Internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. COMPANY #

 

 

To request paper copies of the proxy materials, which include the proxy card, proxy statement and annual report, please contact us via:  Internet – Access the Internet and go to www.ematerials.com/hcp . Follow the instructions to log in, and order copies. Telephone – Call us free of charge at 866-697-9377 in the U.S. or Canada, using a touch-tone phone, and follow the instructions to log in and order copies.  Email – Send us an email at ep@ematerials.com with “HCP Materials Request” in the subject line. The email must include: • The 3-digit company # and the 11-digit control # located in the box in the upper right hand corner on the front of this notice. • Your preference to receive printed materials via mail -or- to receive an email with links to the electronic materials. • If you choose email delivery you must include the email address. • If you would like this election to apply to delivery of material for all future meetings, write the word “Permanent” and include the last 4 digits of your Tax ID number in the email.

 

 

 


 

*** Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials

 

HCP, INC.

 

BROKER
LOGO
HERE

Meeting Information

Meeting Type: Annual Meeting

For holders as of: March 03, 2009

Date:   April 23, 2009   Time:   9:30 AM PDT

 

Location:      Long Beach Marriott
4700 Airport Plaza Drive
Long Beach, California 90815
Toll free # for requesting
directions is: 1-888-604-1990

 

You are receiving this communication because you hold shares in the above named company.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

BARCODE

 


 

— Before You Vote —

How to Access the Proxy Materials

 

Proxy Materials Available to VIEW or RECEIVE:

1. Notice & Proxy Statement         2. 2008 Annual Report

 

How to View Online:

Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

 

1)

BY INTERNET:

 

www.proxyvote.com

 

2)

BY TELEPHONE:

 

1-800-579-1639

 

3)

BY E-MAIL*:

 

sendmaterial@proxyvote.com

 

*  If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. To facilitate timely delivery please make the request as instructed above on or before April 09, 2009

 

— How To Vote —

Please Choose One of The Following Voting Methods

 

Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12 Digit Control Number available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

 

Internal Use Only

 


 

Voting items

 

The Board of Directors recommends that you vote “For” the following.

 

1.     Election of Directors

Nominees

01    Robert R. Fanning, Jr.

02    James F. Flaherty III

03    Christine N. Garvey

04    David B. Henry

05    Lauralee E. Martin

06    Michael D. McKee

07    Harold M. Messmer, Jr.

08    Peter L. Rhein

09    Kenneth B. Roath

10    Richard M. Rosenberg

11    Joseph P. Sullivan

 

The Board of Directors recommends you vote FOR the following proposal(s).

 

2.     To approve amendments to HCP’s 2006 Performance Incentive Plan

 

3.     To ratify the appointment of Ernst & Young LLP as HCP’s independent auditors for the fiscal year ending December 31, 2009.

 

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

 

BARCODE

 


 

Reserved for Broadridge Internal Control Information

 

Voting Instructions

 

THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO

BANKS AND BROKERS

AS REQUIRED BY THE NEW YORK STOCK EXCHANGE

 

 

THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE