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Wednesday, 03/11/2009 7:54:32 PM

Wednesday, March 11, 2009 7:54:32 PM

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Notice of Annual Meeting of Stockholders (4-23-09)

SCHEDULE 14A ~ http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=6194707

To Be Held on April 23, 2009

NOTICE IS HEREBY GIVEN that the 2009 annual meeting of stockholders (the "Annual Meeting") of HCP, Inc. (the "Company") will be held at the Long Beach Marriott, 4700 Airport Plaza Drive, Long Beach, CA 90815, on Thursday, April 23, 2009, at 9:30 a.m., California time, for the following purposes:

(1) To elect to the Board of Directors the eleven (11) nominees named in the attached Proxy Statement to serve until the Company's 2010 annual meeting of stockholders and until their successors are duly elected and qualified;

(2) To approve amendments to the Company's 2006 Performance Incentive Plan;

(3) To ratify the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2009; and

(4) To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
Only holders of record of the Company's common stock, par value $0.01 per share, as of the close of business on March 3, 2009, are entitled to notice of, and to vote at, the Annual Meeting and any postponements or adjournments thereof.


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