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.     )

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Filed by a Party other than the Registrant  o

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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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)

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HCP, INC.

HCP, INC.

1920 MAIN STREET
SUITE 1200

IRVINE, CA 92614

Meeting Information

Meeting Type:          Annual Meeting

For holders as of:    March 7, 2016

Date:  April 28, 2016     Time:  9:30 a.m. Pacific Time

Location:

The Westin South Coast Plaza

686 Anton Boulevard

Costa Mesa, CA 92626

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, scan the QR Barcode on the reverse side, 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.

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT              2015 COMBINED ANNUAL + SUSTAINABILITY REPORT

How to View Online:

Have the information that is printed in the box marked by the arrow      Ú           XXXX XXXX XXXX XXXX       (located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.

How to Request and Receive a PAPER or EMAIL Copy:

If you want to receive a paper or email 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 EMAIL*:

sendmaterial@proxyvote.com

*  If requesting materials by email, please send a blank email with the information that is printed in the box marked by the arrow

Ú     XXXX XXXX XXXX XXXX         (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this email address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 14, 2016 to facilitate timely delivery.

How To Vote

   SCAN TO
VIEW MATERIALS & VOTE

Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder 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: Go to www.proxyvote.com or from a smart phone, scan the QR Barcode above.  Have the information that is printed in the box marked by the arrow    Ú       XXXX 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.

Voting Items

The Board of Directors recommends you vote FOR
proposals 1, 2 and 3:

1.

Election of Directors

2.

Ratification of the appointment of Deloitte & Touche LLP as HCP’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

1a.

Brian G. Cartwright

3.

Approval, on an advisory basis, of executive compensation.

1b.

Christine N. Garvey

1c.

David B. Henry

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.

1d.

James P. Hoffmann

1e.

Lauralee E. Martin

1f.

Michael D. McKee

1g.

Peter L. Rhein

1h.

Joseph P. Sullivan