Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

April 3, 2017 (March 31, 2017)

Date of Report (Date of earliest event reported)



HCP, Inc.

(Exact name of registrant as specified in its charter)




Maryland   001-08895   33-0091377
(State of Incorporation)  


File Number)


(IRS Employer

Identification Number)

1920 Main Street, Suite 1200

Irvine, CA 92614

(Address of principal executive offices) (Zip Code)

(949) 407-0700

(Registrant’s telephone number, including area code)


(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Departure of Directors or Certain Officers

Resignation of President

On March 31, 2017, J. Justin Hutchens provided notice to HCP, Inc. (the “Company”) that he intends to resign as President of the Company to become Chief Executive Officer of HC-One, a United Kingdom healthcare management company specializing in senior housing and care. Mr. Hutchens’ resignation will be effective June 1, 2017, and he will remain with the Company through this date to ensure a smooth transition of his duties.


Item 7.01 Regulation FD Disclosure.

On April 3, 2017, the Company issued a press release announcing Mr. Hutchens’ resignation. The text of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

The information set forth in this Item 7.01 and the related information in Exhibit 99.1 attached hereto are being furnished to, and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference in any filing with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference therein.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.





99.1    Press Release dated April 3, 2017.




Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 3, 2017


HCP, Inc.


By:   /s/ Troy E. McHenry
  Troy E. McHenry
  Executive Vice President, General Counsel and Corporate Secretary








  99.1      Press Release dated April 3, 2017.