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)

Filing Party:

 

 

 

 

(4)

Date Filed:

 

 

 

 



 

*** Exercise Your Right to Vote ***

 

Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on April 25, 2013.

 


HCP, INC.

Meeting Information

Meeting Type:          Annual Meeting

For holders as of:    March 1, 2013

Date:  April 25, 2013     Time:  9:30 a.m. Pacific time

Location:

Long Beach Marriott

 

4700 Airport Plaza Drive

 

Long Beach, CA 90815




HCP, INC.

3760 KILROY AIRPORT

WAY SUITE 300

LONG BEACH, CA 90806

 

 

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

 

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.

 

 

M53763-P34089

 



 

—– Before You Vote —–

How to Access the Proxy Materials

 

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT              2012 ANNUAL REPORT

 

How to View Online:

 

 

Have the information that is printed in the box marked by the arrow              XXXX XXXX XXXX  (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 information that is printed in the box marked by the arrow         XXXX XXXX XXXX    (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. Please make the request as instructed above on or before April 11, 2013 to facilitate timely delivery.

 

 

—– How To Vote —–

Please Choose One of the Following Voting Methods

 

Vote In Person: 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. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com.  Have the information that is printed in the box marked by the arrow        XXXX XXXX XXXX    (located on the following page) 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 proxy card.

 

 

M53764-P34089

 



 

Voting Items

 

 

The Board of Directors recommends  you vote FOR
the following proposals:

 

 

 

 

 

 

1.

Election of Directors

 

 

 

1a.

James F. Flaherty III

 

 

 

 

1b.

Christine N. Garvey

 

 

 

 

1c.

David B. Henry

 

 

 

 

1d.

Lauralee E. Martin

 

 

 

 

1e.

Michael D. McKee

 

 

 

 

1f.

Peter L. Rhein

 

 

 

 

1g.

Kenneth B. Roath

 

 

 

 

1h.

Joseph P. Sullivan

 

 

 

2.

Ratification of the appointment  of Deloitte & Touche LLP as HCP’s independent  registered public accounting firm for the fiscal year ending December 31, 2013.

 

 

 

 

3.

Advisory vote to approve executive compensation.

 

 

 

 

NOTE:  At  their  discretion,  the named   proxies  are authorized   to  consider  and  vote  upon  such  other business  as may properly come  before  the  meeting  or any adjournments  or postponements   thereof.

 

 

M53765-P34089

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

M53766-P34089