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ü	FOR the election of all director-nominees named in this Proxy Statement (Proposal 1);

ü	FOR the ratification of the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2015 (Proposal 2);

ü	FOR the approval, on an advisory basis, of our executive compensation (Proposal 3); and

ü	In the discretion of the proxy holders, on such other business as may properly come before the Annual Meeting.

ü	have demonstrated management or technical ability at high levels in successful organizations;

ü	be currently employed in positions of significant responsibility and decision making;

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ü	have experience relevant to our operations, such as real estate, REITs, healthcare, finance or general management;

ü	be well-respected in their business and home communities;

ü	have time to devote to Board duties; and

ü	be independent from us and not related to our other directors or employees.

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ü	Our Audit Committee reviews financial, accounting and internal control risks and the mechanisms through which we assess and manage risk, in accordance with NYSE requirements, and has certain responsibilities with respect to our compliance programs, such as our Global Code of Ethics and Business Conduct, our Global Anti-Bribery Policy and our Investigations Policy.

ü	Our Compensation Committee, as discussed in greater detail below, evaluates whether our compensation policies and practices, as they relate to both executive officers and employees generally, encourage excessive risk-taking.

ü	Our Nominating Committee focuses on risks related to corporate governance, board effectiveness and succession planning.

ü	Our Investment Committee is responsible for overseeing certain transaction-related risks, including the review of transactions in excess of certain thresholds, with existing tenants, operators, borrowers or managers, or that involve investments in non-core assets.

ü	a balanced mix of cash and equity compensation with a strong emphasis on performance-based incentive awards;

ü	multiple performance measures selected in the context of our business strategy and often in tension with each other;

ü	regular review of comparative compensation data to maintain competitive compensation levels in light of our industry, size and performance;

ü	incentive award opportunities that do not provide minimum guaranteed payouts, are based on a range of performance outcomes and plotted along a continuum, and have capped payouts, subject in all cases to the Compensation Committee’s and, in the case of our Chief Executive Officer, the independent Board members’ overall assessment of performance;

ü	equity compensation weighted more heavily towards restricted stock than stock options to provide greater incentive to create and preserve long-term stockholder value;

ü	equity incentive awards granted for prior-year performance with multi-year vesting schedules to enhance retention;

ü	minimum stock ownership guidelines that align executive officers with long-term stockholder interests; and

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ü	prohibitions on engaging in derivative and other hedging transactions in our securities and restrictions on holding our securities in margin accounts or otherwise pledging our securities to secure loans.

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(1)	Mr. Probst joined us as Executive Vice President, Chief Financial Officer and Acting Chief Accounting Officer on October 27, 2014.

(2)	Mr. Schweinhart served as Executive Vice President, Chief Financial Officer and Acting Chief Accounting Officer until October 27, 2014 and thereafter as Senior Advisor to the Chief Executive Officer and Merger Integration Leader until his retirement on December 31, 2014.

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ü	We delivered our 12th consecutive year of growth in normalized FFO, which increased 9% to over $1.3 billion, and our normalized FFO per diluted share rose 8% to $4.48.

ü	Our cash flows from operations increased to $1.3 billion, and same-store cash NOI for our total portfolio increased 3.9%, expressed in constant currency year-over-year. We generated over $285 million in free cash flow after dividends and recurring capital expenditures.

ü	We made over $5 billion of attractive, accretive investments in seniors housing and healthcare assets in the United States, Canada and the United Kingdom (including our acquisition of HCT, which was completed in January 2015, and a $425.0 million mezzanine loan investment that has a blended annual interest rate of 8.1%).

ü	We successfully re-leased to Kindred, transitioned to new operators or sold 107 of the 108 licensed healthcare assets whose lease terms with Kindred expired in 2014, and we expect to sell the remaining asset during 2015. In addition, we and Kindred reached a mutually beneficial agreement on nine assets and changes to existing leases, which included payment of $37 million to us in January 2015.

ü	We expanded our international operations into the United Kingdom, making a $200 million investment with a well-regarded hospital provider, and we invested $900 million to extend our Atria relationship into Canada.

ü	We ended the year with a strong balance sheet, demonstrated by our fixed charge coverage ratio of 4.7x and net debt to adjusted pro forma EBITDA of 5.9x at December 31, 2014.

ü	We raised over $1.5 billion of capital opportunistically, strengthening our liquidity, lengthening and further staggering our debt maturities and lowering our effective annual interest rate, including through a CAD 650 million senior note offering—the largest-ever unsecured debt offering by a REIT in Canada.

ü	We maintained our strong credit rating of BBB+ or equivalent from all three nationally recognized rating agencies.

ü	Our proceeds from asset sales and loan repayments during 2014 exceeded $175 million.

ü	We delivered robust TSR of 31% for 2014 and compound annual TSR of 14% for the three-year period ended December 31, 2014.

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ü	For the period from January 1, 2000 through December 31, 2014 (the 15 completed fiscal years of our Chief Executive Officer’s tenure), we delivered compound annual TSR of 28.5%, outperforming the S&P 500 index and the RMS index and ranking us first among our compensation peer group.

ü	For the ten-year period ended December 31, 2014, we delivered compound annual TSR of 15.4%—the best return among the three largest healthcare REITs.

ü	We ranked second among the large-cap healthcare REITs in our peer group as to our one-year TSR of 31%, three-year compound annual TSR of 14% and five-year compound annual TSR of 15%.

ü	We paid our stockholders an annual cash dividend of $2.965 per share, which represents an increase of 8% over 2013.

ü	Our dividend compound annual growth rates of 7% and 9% for the seven- and ten-year periods ended December 31, 2014 are among the highest of all REITs.

(1)	Except as set forth in footnote (4) below, amounts shown represent the full grant date fair value, calculated pursuant to Financial Accounting Standards Board (“FASB”) guidance relating to fair value provisions for share-based payments, of the restricted stock and stock option portions of each Named Executive Officer’s long-term equity incentive award.

(2)	Total direct compensation consists of base salary, annual cash incentive awards and long-term equity incentive awards, and therefore excludes amounts shown in the “All Other Compensation” column of the 2014 Summary Compensation Table.

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(3)

Mr. Probst was appointed our Executive Vice President, Chief Financial Officer and Acting Chief Accounting Officer effective October 27, 2014. His annual base salary of $575,000 was prorated to reflect his service in 2014, and his 2014 incentive compensation has been prorated at 25%, per his employment agreement. Upon employment, Mr. Probst received a $1 million, one-time restricted stock award for retention purposes, but this amount is excluded from 2014 total direct compensation because the award was part of a recruitment package and unrelated to 2014 performance. The award will vest in full on the third anniversary of the date of grant.

(4)	In light of his retirement on December 31, 2014, Mr. Schweinhart’s long-term incentive award for 2014 was granted solely in cash. For purposes of this presentation, the amount of the cash award is shown in the Restricted Stock - Value column.

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ü	The structure of our executive compensation program includes a balanced mix of cash and equity compensation with a strong emphasis on performance-based incentive awards.

ü	Our Named Executive Officers’ incentive award opportunities are capped, and the value of their awards is determined by the Compensation Committee’s or the independent Board members’ assessment of performance with respect to multiple performance measures, including TSR, that promote stockholder value.

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ü	The long-term equity incentive awards earned by our Named Executive Officers for prior-year performance have time-based vesting schedules to enhance retention and alignment with long-term stockholder value.

ü	The competitiveness of our executive compensation program is assessed by comparison to the median of a group of peer companies that are comparable to us in terms of enterprise value, market capitalization and total assets.

ü	Our Compensation Committee is comprised solely of independent directors and annually engages an independent compensation consultant to advise on matters related to our executive compensation program.

ü	Our employment agreements with executive officers do not provide single-trigger change of control benefits, and we prohibit new tax gross-up arrangements under our anti-tax gross-up policy.

ü	We maintain meaningful stock ownership guidelines for our executive officers and non-employee directors that promote a long-term stockholder perspective.

ü	Our Compensation Committee annually reviews and assesses the potential risks of our compensation policies and practices for all employees.

ü	Our recoupment policy enables our Board to “claw back” incentive compensation in the event of a financial restatement.

ü	Our executive officers receive limited perquisites and other personal benefits that are not otherwise generally available to all of our employees.

ü

Our Securities Trading Policy and Procedures prohibits our executive officers and directors from engaging in derivative and other hedging transactions in our securities and restricts our executive officers and directors from holding our securities in margin accounts or otherwise pledging our securities to secure loans without the prior approval of the Audit Committee (no executive officer or director pledged or held our securities in margin accounts at any time during 2014).

ü	the strong alignment between our executive pay and performance and over long time periods;

ü	the quantitative alignment between our executive pay and performance, as measured by stockholder advisory groups; and

ü	our broad stockholder outreach efforts and the enhancements we made, beginning in 2013, to our executive compensation program based on that outreach.

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ü	generally approve of the overall structure of our executive compensation program, our disclosures regarding the program, the decisions made under the program and the factors considered in making those decisions;

ü	generally support our pay-for-performance alignment; and

ü	generally endorse our corporate governance practices.

ü	attract, retain and motivate talented executives;

ü	reward performance that meets or exceeds pre-established company and tailored individual goals consistent with our strategic plan, while maintaining alignment with stockholders;

ü	provide balanced incentives that discourage excessive risk-taking;

ü	retain sufficient flexibility to permit our executive officers to manage risk and adjust appropriately to meet rapidly changing market and business conditions;

ü	evaluate performance by balancing consideration of those measures that management can directly and significantly influence with market forces that management cannot control (such as monetary policy and interest rate expectations), but that impact stockholder value;

ü	encourage executives to become and remain long-term stockholders of our company; and

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ü	maintain compensation and corporate governance practices that support our goal to deliver sustained, superior returns to stockholders.

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ü	our 28.5% compound annual TSR for the period from January 1, 2000 through December 31, 2014 (the 15 completed fiscal years of our Chief Executive Officer’s tenure), which outperformed the Comparable Companies, the S&P 500 index and the RMS index;

ü	our 15.4% compound annual TSR for the ten-year period ended December 31, 2014, which ranked us first among the three largest healthcare REITs;

ü	our compound annual TSR of 31%, 14% and 15% for the one-, three- and five-year periods ended December 31, 2014, respectively, which placed us second among the large-cap healthcare REITs in our peer group;

ü	an 8% increase in the dividend we paid to our stockholders in 2014; and

ü	our compound dividend annual growth rates of 7% and 9% for the seven- and ten-year periods ended December 31, 2014, which are among the highest of all REITs.

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ü	3.9% same-store total portfolio cash flow growth, expressed in constant currency;

ü	generation of over $285 million in free cash flow after dividends and recurring capital expenditures;

ü	expansion of our international operations into the United Kingdom and extension of our Atria relationship into Canada;

ü	Ms. Cafaro’s external recognition by Harvard Business Review, Institutional Investor, Jim Cramer and NAREIT for exceptional long-term performance and leadership;

ü	our strong credit rating of BBB+ or equivalent from all three nationally-recognized rating agencies;

ü	over $175 million in proceeds from asset sales and loan repayments during 2014; and

ü	improvements in business processes enterprise-wide and implementation of a state-of-the-art accounting system.

ü	health, dental and vision insurance (of which we paid 90% of the premium in 2014);

ü	short-term disability, long-term disability and life insurance coverage (at no cost to the employee); and

ü	participation in a 401(k) plan (to which we made matching contributions up to 3.5% of the employee’s base salary, up to the federal limit, in 2014).

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(1)

The amounts shown in the Stock Awards and Option Awards columns reflect the full grant date fair value of the restricted stock and stock options granted to our Named Executive Officers in 2014, 2013 and 2012 for prior-year performance (with the exception of Mr. Probst, who received a one-time restricted stock award as part of his recruitment package), calculated pursuant to FASB guidance relating to fair value provisions for share-based payments. See Note 12 of the Notes to Consolidated Financial Statements included in the 2014 Form 10-K for a discussion of the relevant assumptions used in calculating grant date fair value. For further information on these awards, see the 2014 Grants of Plan-Based Awards Table and 2014 Outstanding Equity Awards at Fiscal Year-End Table in this Proxy Statement. In accordance with SEC rules, restricted stock and stock options granted in 2015 to our Named Executive Officers for 2014 performance are not shown in the 2014 Summary Compensation Table but will be shown in the 2015 Summary Compensable Table.

(2)	The amounts shown in the Non-Equity Incentive Plan Compensation column reflect annual cash incentive awards earned by our Named Executive Officers for performance in 2014, 2013 and 2012.

(3)

The amounts shown in the All Other Compensation column for 2014 include supplemental disability insurance premiums (in the amount of $46,848) and supplemental life insurance premiums paid on behalf of Ms. Cafaro; group term life insurance premiums paid on behalf of our Named Executive Officers; reimbursement for the payment of taxes relating to such group term life insurance for Ms. Cafaro (in the amount of $586); our matching contributions to the Named Executive Officers’ 401(k) plan accounts (except for Mr. Probst, in the amount of $9,100 for each Named Executive Officer, and in the amount of $1,438 in the case of Mr. Probst); and reimbursement for the cost of parking for Mr. Lillibridge.

(4)

Mr. Probst was appointed our Executive Vice President, Chief Financial Officer and Acting Chief Accounting Officer effective October 27, 2014. His annual base salary of $575,000 was prorated to reflect his service in 2014. Upon employment, Mr. Probst received a $1 million, one-time restricted stock award for retention purposes. The award will vest in full on the third anniversary of the date of grant.

(5)	The amount shown in the Non-Equity Incentive Plan Compensation column for Mr. Schweinhart for 2014 includes the value of his long-term incentive award granted in 2015 for performance in 2014 ($1,501,740), but paid in cash rather than in shares of restricted stock due to his retirement on December 31, 2014.

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(1)

The amounts shown reflect shares of restricted stock granted to our Named Executive Officers. These shares vest in three equal annual installments beginning on the date of grant, except for Messrs. Schweinhart’s and Probst’s shares of restricted stock, which will vest or were scheduled to vest in full on the third anniversary of the date of grant. The vesting of Mr. Schweinhart’s shares of restricted stock was accelerated upon his retirement on December 31, 2014 in accordance with the terms of the applicable award agreement.

(2)	The stock options vest in three equal annual installments beginning on the date of grant, except for Mr. Schweinhart’s options, which were scheduled to vest in full on the third anniversary of the date of grant. The vesting of Mr. Schweinhart’s options was accelerated upon his retirement on December 31, 2014 in accordance with the terms of the applicable award agreement.

(3)	The stock option exercise price equals the closing price of our common stock on the date of grant.

(4)	The amounts shown reflect the full grant date fair value of the awards calculated pursuant to FASB guidance regarding fair value provisions for share-based payments. See Note 12 of the Notes to Consolidated Financial Statements included in our 2014 Form 10-K for a discussion of the relevant assumptions used in calculating grant date fair value.

(5)

The amounts shown represent each Named Executive Officer’s threshold, target and maximum annual cash incentive opportunities for performance in 2014. These opportunities were approved by our Compensation Committee and, in the case of our Chief Executive Officer, by the independent members of our Board in December 2013 (for the Named Executive Officers other than Messrs. Schweinhart and Probst), January 2014 (for Mr. Schweinhart) and September 2014 (for Mr. Probst). The actual amount of each Named Executive Officer’s award is based on the achievement of certain performance measures as discussed in our CD&A. The annual cash incentive awards earned by our Named Executive Officers for performance in 2014 were granted in January 2015 and paid during the first quarter of 2015. Such earned awards are shown in the “Non-Equity Incentive Plan Compensation” column of the 2014 Summary Compensation Table.

(6)

The amounts shown represent each Named Executive Officer’s threshold, target and maximum long-term equity incentive opportunities for performance in 2014. These opportunities were approved by our Compensation Committee and, in the case of our Chief Executive Officer, by the independent members of our Board in December 2013 (for the Named Executive Officers other than Messrs. Schweinhart and Probst),

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(7)	The amounts shown reflect the long-term equity incentive awards granted as restricted stock and stock options to our Named Executive Officers in January 2014 for 2013 performance.

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(1)

Outstanding option and restricted stock awards vest in three equal annual installments beginning on the date of grant and outstanding options expire on the tenth anniversary of the date of grant, except for: 152,934 shares of restricted stock granted to Ms. Cafaro on March 22, 2011, which vest in five equal annual installments beginning on March 22, 2012; 14,836 shares of restricted stock granted to Mr. Probst on October 27, 2014, which vest in full on the third anniversary of the date of grant; 10,208 stock options granted to Mr. Lewis on March 16, 2011, which expire on January 20, 2021; and 111,122 shares of restricted stock granted to Mr. Lillibridge on July 1, 2010, which vest 15%, 15%, 20%, 25% and 25% on the first, second, third, fourth and fifth anniversaries, respectively, of the date of grant. Accordingly, the options and shares of restricted stock shown in these columns vest (or have vested) as follows:

(2)	For purposes of the table, the market value of restricted stock that has not vested is determined by multiplying the number of shares by $71.70, the closing price of our common stock on December 31, 2014.

(3)	The amounts shown represent the 2014 long-term equity incentive awards for our Named Executive Officers, which had not been granted as of December 31, 2014. The 2014 long-term equity incentive awards consisted of restricted stock (70%) and stock options (30%).

(4)

In light of Mr. Schweinhart’s retirement on December 31, 2014, his long-term equity incentive award for 2014 was granted solely in cash; however, for purposes of this presentation, the cash amount is shown in the Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested column, as well as in the Non-Equity Incentive Plan Compensation column of the 2014 Summary Compensation Table.

(1)	If a Named Executive Officer used share withholding to pay the exercise price of options or to satisfy the tax obligations with respect to the option exercise or the vesting of restricted stock, the number of shares acquired and the value realized were less than the amounts shown.

(2)	The amounts shown in this column reflect the value of the vested shares based on the closing price of our common stock on the vesting date.

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ü	a second amended and restated employment agreement with Ms. Cafaro dated March 22, 2011 (the “Cafaro Employment Agreement”);

ü	an offer letter to Mr. Probst dated September 16, 2014, and an employee protection and non-competition agreement with Mr. Probst dated September 16, 2014 (collectively, the “Probst Employee Protection Agreement”);

ü	an employment agreement with Mr. Lewis dated September 18, 2002, as amended (the “Lewis Employment Agreement”);

ü	an employment agreement with Mr. Lillibridge dated July 1, 2010 (the “Lillibridge Employment Agreement”); and

ü	an amended and restated employment agreement with Mr. Riney dated July 31, 1998, as amended (the “Riney Employment Agreement”), and an amended and restated change-in-control severance agreement with Mr. Riney dated March 22, 2011 (the “Riney Severance Agreement”).

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*

“Cause” means Ms. Cafaro’s: (1) conviction of or plea of nolo contendere to a crime involving moral turpitude; or (2) willful and material breach of her duties and responsibilities that is directly and materially harmful to our business and reputation and that is committed in bad faith or without reasonable belief that such conduct is in our best interests and, with respect to (2), the Board’s adoption of a resolution by a vote of at least 75% of its members so finding after giving Ms. Cafaro and her attorney an opportunity to be heard.

“Good Reason” means the occurrence of any of the following events: (1) a diminution in Ms. Cafaro’s position, authority, duties or responsibilities as Chief Executive Officer (Ms. Cafaro ceasing to be the chief executive officer of a publicly-traded company following a transaction in which we are a participant will constitute a diminution under this clause (1)); (2) a reduction in Ms. Cafaro’s base salary, maximum annual bonus opportunity or, except as uniformly applicable to all of our similarly situated executives, benefits and perquisites; (3) our requiring Ms. Cafaro to relocate her principal business office to a location more than 30 miles from her existing office; (4) our failure or refusal to comply with any provision of the Cafaro Employment Agreement; (5) certain events of bankruptcy involving our company; and (6) our failure to obtain the assumption of the Cafaro Employment Agreement by any successor to all or substantially all of our business and/or assets.

**	Certain of Ms. Cafaro’s outstanding stock option and restricted stock awards would vest in full upon death, disability or a change of control pursuant to the terms of the applicable incentive plan or award agreement. However, the special equity incentive award granted to Ms. Cafaro on March 22, 2011 specifically provides that it does not vest solely upon a change of control.

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*	“Bridge Period” means calendar year 2015 and the first two months of calendar year 2016, but prior to the date of grant of long-term equity incentive compensation with respect to calendar year 2015.

**

Certain of Mr. Probst's outstanding stock option and restricted stock awards would vest in full upon death, disability or a change of control pursuant to the terms of the applicable incentive plan or award agreement. However, the sign-on equity award granted to Mr. Probst on October 27, 2014 specifically provides that it does not vest solely upon a change of control. Instead, the full award will vest upon Mr. Probst’s termination other than for cause or with good reason within one year of a change of control, and a pro-rata portion of the award will vest upon Mr. Probst’s termination other than for cause or with good reason before the vesting date.

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*

“Cause” means the Executive’s: (1) indictment for, conviction of, or plea of nolo contendere to any felony or misdemeanor involving fraud, dishonesty or moral turpitude; (2) willful or intentional material breach of his duties and responsibilities; (3) willful or intentional material misconduct in the performance of his duties under the Executive Employment Agreement; or (4) willful or intentional failure to comply with any lawful instruction or directive of the Chief Executive Officer. In the case of Mr. Schweinhart, “Cause” also means an order of any federal or state agency or court prohibiting Mr. Schweinhart from serving as our officer or Chief Financial Officer.

“Good Reason” means the occurrence of any of the following events: (1) the assignment to the Executive of any duties materially and adversely inconsistent with his position, authority or duties as prescribed by the Executive Employment Agreement, any other action by us that results in a diminution or other material adverse change in such position, authority or duties or our requiring him to be based at any office or location other than that described in the Executive Employment Agreement; (2) our failure to pay the Executive’s minimum specified base salary; (3) our failure to provide the annual bonus opportunity prescribed by the Executive Employment Agreement; (4) our failure to provide any equity award, plan or benefits or perquisites prescribed by the Executive Employment Agreement; (5) any other material adverse change to the terms and conditions of the Executive’s employment; and (6) our failure to cause the assumption of the Executive Employment Agreement by any successor to all or substantially all of our business or assets, in each case, that is not cured within 30 days after written notice from the Executive.

“Change of Control” means the occurrence of any of the following events: (1) beneficial ownership by any “person” or “group” (as those terms are defined in the Exchange Act), other than us, our subsidiaries or any employee benefit plan maintained by us, of 35% or more of any class of our outstanding equity securities or the combined voting power of our outstanding voting securities; (2) persons who constituted our Board as of December 31, 2004 (in the case of Mr. Schweinhart) or as of August 2, 2002 (in the case of Mr. Lewis), together with any new director whose election or nomination for election was approved by a vote of a majority of those persons, cease for any reason to constitute a majority of our Board; (3) consummation of a merger, consolidation or reorganization involving us (subject to certain exceptions); (4) approval by our stockholders of a complete liquidation or dissolution of our company; (5) approval by our stockholders of an

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**	Certain of the Executives’ outstanding stock option and restricted stock awards would vest in full upon death, disability or a change of control pursuant to the terms of the applicable incentive plan or award agreement.

*

“Cause” means Mr. Lillibridge’s: (1) indictment for, conviction of, or plea of nolo contendere to any felony or misdemeanor involving fraud, dishonesty or moral turpitude; (2) willful or intentional material breach of his duties and responsibilities; (3) willful or intentional material misconduct in the performance of his duties under the Lillibridge Employment Agreement; or (4) willful or intentional failure to comply with any lawful instruction or directive of the Chief Executive Officer.

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**	Certain of Mr. Lillibridge’s outstanding stock option and restricted stock awards would vest in full upon death, disability or a change of control pursuant to the terms of the applicable incentive plan or award agreement. However, the special equity award granted to Mr. Lillibridge on July 1, 2010 specifically provides that it does not vest solely upon a change of control.

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*

“Cause” means Mr. Riney's: (1) conviction of or plea of nolo contendere to a crime involving moral turpitude; or (2) willful and material breach of his duties and responsibilities that is committed in bad faith or without reasonable belief that such conduct is in our best interests and, with respect to (2), the Board’s adoption of a resolution by a vote of at least 75% of its members so finding after giving Mr. Riney and his attorney an opportunity to be heard.

**	Certain of Mr. Riney's outstanding stock option and restricted stock awards would vest in full upon death, disability or a change of control pursuant to the terms of the applicable incentive plan or award agreement.

ü	termination for Cause or without Good Reason;

ü	termination other than for Cause or with Good Reason (“involuntary termination”);

ü	a Change of Control (without any termination of employment);

ü	involuntary termination following a Change of Control; and

ü	death or disability.

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(1)	Involuntary termination following Change of Control for Ms. Cafaro, involuntary termination within one year of Change of Control for Messrs. Probst, Schweinhart, Lewis and Lillibridge, and involuntary termination within two years of Change of Control for Mr. Riney.

(2)	“Target Bonus,” “Target Annual Bonus” or “Maximum Annual Bonus,” as applicable, for each Named Executive Officer is defined above under “Employment and Severance Agreements with Named Executive Officers.”

(3)	Multiples for the Named Executive Officers are as follows:

(4)

Pursuant to our 2006 Incentive Plan, unless the applicable award agreement provides otherwise, upon a change of control or in the event of death or disability of a participant while employed by us, all stock options held by the participant become fully vested and immediately exercisable and all restrictions and other conditions pertaining to shares of restricted stock held by the participant immediately lapse. However, the special equity incentive awards granted to Ms. Cafaro on March 22, 2011 and Mr. Lillibridge on July 1, 2010 specifically provide that they do not vest solely upon a change of control. The outstanding award agreements under our 2012 Incentive Plan generally provide that, upon a change of control or in the event of death or disability of a participant while employed by us, the stock options underlying the award become immediately exercisable or the restrictions and other conditions pertaining to the shares of restricted stock underlying the award immediately lapse. However, the sign-on equity award granted to Mr. Probst on October 27, 2014 specifically provides that it does not vest solely upon a change of control.

(5)	Assumes a stock price of $71.70, the closing price of our common stock on December 31, 2014. For purposes of the table, the value of vesting of restricted stock is determined by multiplying the number of shares vesting by $71.70, and the value of vesting of stock options is determined by subtracting the stock option exercise price from $71.70 and multiplying by the number of options vesting.

(6)	Only in the event of involuntary termination or disability.

(7)	Pursuant to the Cafaro Employment Agreement, the Probst Employee Protection Agreement and the Executive Employment Agreements, under certain circumstances, payments or benefits to Ms. Cafaro and Messrs. Probst, Schweinhart and Lewis are subject to reduction such that there will be no taxes imposed upon them by Section 4999 of the Code or any similar state or local tax.

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(8)

Under the Probst Employee Protection Agreement, the amount of certain severance benefits payable to Mr. Probst is limited to a maximum of $4 million, as adjusted annually beginning in 2015 to reflect increases in CPI. Under the Executive Employment Agreements, the Lillibridge Employment Agreement, the Riney Employment Agreement and the Riney Severance Agreement, the amount of certain severance benefits payable to each of Messrs. Schweinhart, Lewis, Lillibridge and Riney is limited to a maximum of $3 million, as adjusted annually following the effective date of the applicable agreement to reflect increases in CPI.

(9)	The fair market value of the maximum or target restricted stock grant under the long-term equity incentive plan is determined by multiplying the maximum or target 2014 long-term equity incentive opportunity, as applicable, by 0.70.

ü	Quarterly Board retainer: Each non-employee director received a retainer of $18,750 for each calendar quarter in which he or she served as a director. The Presiding Director received an additional retainer of $6,250 for each calendar quarter of service.

ü

Quarterly committee retainers: Each member (other than the chair) of the Audit, Compensation and Nominating Committees received a retainer of $5,000, $5,000 and $3,750, respectively, for each calendar quarter of service as a member of such committee. The chair of the Audit, Compensation and Nominating Committees received a retainer of $6,250, $6,250 and $5,000, respectively, for each calendar quarter of service as the chair of that committee.

ü

Board and committee meeting fees: Each non-employee director received $1,500 for each Board meeting he or she attended in excess of the eighth Board meeting held during the year, $1,500 for each Audit, Compensation or Nominating Committee meeting he or she attended in excess of the sixth such committee meeting held during the year and $1,500 for each Investment or Executive Committee meeting he or she attended during the year (in each case, including telephonic meetings, unless the meeting was 30 minutes or less).

ü	On January 1, each non-employee director who was serving on such date received shares of restricted stock or restricted stock units, at his or her prior election, having an aggregate value equal to $130,000.

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ü	Upon initial election or appointment to the Board, a newly-elected or appointed non-employee director would have received a number of shares of restricted stock having an aggregate value equal to a pro rata portion of $130,000 (determined by reference to the number of days remaining in the calendar year).

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(1)

The amounts shown in the Fees Earned or Paid in Cash column reflect quarterly retainer and meeting fees described above under “—Cash Compensation.” Mr. Crocker received an additional $25,000 retainer in 2014 for his service as the Presiding Director. Of the amounts shown in this column, the following directors elected to defer all or a portion of their retainer and meeting fees pursuant to the Director Deferred Compensation Plan described above and were credited with the following stock units: Mr. Crocker, $131,000 or 2,121 units; Mr. Gellert, $113,500 or 1,832 units; Mr. Lustig, $76,500 or 1,247 units; Mr. Reed, $122,500 or 1,976 units; Mr. Rufrano, $125,000 or 2,007 units; and Mr. Shelton, $49,000 or 800 units.

(2)

The amounts shown in the Stock Awards column represents the full grant date fair value of shares of restricted stock or restricted stock units (excluding stock units credited in lieu of retainer and meeting fees) granted to each non-employee director in 2014, calculated pursuant to FASB guidance regarding fair value provisions for share-based awards. See Note 12 of the Notes to Consolidated Financial Statements included in our 2014 Form 10-K for a discussion of the relevant assumptions used in calculating grant date fair value. Directors are generally entitled to dividends paid on unvested shares of restricted stock and dividend equivalents on vested and unvested restricted stock units.

(3)	Ms. Barnes was appointed to our Board, effective September 17, 2014.

(4)	The amounts shown for Mr. Pasquale exclude certain deferred compensation and severance benefits paid in 2014 pursuant to the terms of the Pasquale Employment Agreement that were unrelated to his service as a director. See “Transactions with Related Persons—Transactions with Mr. Pasquale.”

(5)	Ms. Rosenberg retired from our Board, effective May 15, 2014.

(1)

These plans consist of: (a) the 2000 Incentive Compensation Plan (Employee Plan) (formerly known as the 1997 Incentive Compensation Plan); (b) the 2004 Stock Plan for Directors (which amended and restated the 2000 Stock Option Plan for Directors (formerly known as the 1997 Stock Option Plan for Non-Employee Directors)); (c) the Employee and Director Stock Purchase Plan; (d) the 2006 Incentive Plan; (e) the 2006 Stock Plan for Directors; (f) the Nationwide Health Properties, Inc. 2005 Performance Incentive Plan (22,674 shares at a weighted average exercise price of $48.60 pursuant to awards granted by NHP and assumed by us in connection with the NHP acquisition) and (g) the 2012 Incentive Plan. As of December 31, 2014, 2,430,605 shares were available for future issuance under the Employee and Director Stock Purchase Plan (including 428 shares that were purchased by participants in January 2015 with contributions made during the December 2014 offering period) and 7,170,536, shares were available for grant under the 2012 Incentive Plan. No additional grants are permitted under the 2000 Incentive Compensation Plan, the 2004 Stock Plan

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(2)

These plans consist of: (a) the Director Deferred Compensation Plan, under which our non-employee directors may receive, in lieu of director fees, units that settle into shares of our common stock on a one-for-one basis; and (b) the Executive Deferred Stock Compensation Plan, under which our executive officers may receive, in lieu of compensation, units that settle into shares of our common stock on a one-for-one basis.

*	Less than 1%

(1)	Includes 5,000 shares held in trust for the benefit of Ms. Cafaro’s immediate family, as to which Ms. Cafaro’s spouse is the trustee. Ms. Cafaro disclaims beneficial ownership of these 5,000 shares.

(2)	Includes 4,326 shares held in Mr. Pasquale’s IRA.

(3)	Includes 1,300 shares held in Mr. Riney’s IRA and 70,000 shares held in trust for the benefit of Mr. Riney’s spouse, as to which Mr. Riney’s spouse is the trustee.

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(4)	Includes 805 shares held in Mr. Schweinhart’s IRA and 800 shares held in his spouse’s IRA. Mr. Schweinhart disclaims beneficial ownership of the 800 shares held in his spouse’s IRA. Mr. Schweinhart has shared voting and investment power over 10,078 shares of common stock.

(1)	Percentages are based on 330,895,298 shares of our common stock outstanding on March 18, 2015.

(2)

Based solely on information contained in a Schedule 13G/A filed by BlackRock, Inc., for itself and for certain of its affiliates (collectively, “BlackRock”), on January 22, 2015. BlackRock reported that, as of December 31, 2014, it had sole voting power over 23,898,271 shares of our common stock and sole dispositive power over 26,255,056 shares of our common stock. BlackRock, Inc. is a parent holding company.

(3)

Based solely on information contained in a Schedule 13G filed by Capital Research Global Investors, a division of Capital Research and Management Company, on February 13, 2015. Capital Research Global Investors reported that, as of December 31, 2014, it had sole voting and dispositive power over 18,849,315 shares of our common stock. Capital Research and Management Company is an investment advisor to various investment companies registered under the Investment Company Act of 1940, as amended (the “Investment Advisers Act”).

(4)

Based solely on information contained in a Schedule 13G/A filed by Cohen & Steers, Inc. (“C&S”), Cohen & Steers Capital Management, Inc. (“C&S Management”) and Cohen & Steers UK Limited (“C&S UK” and, together with C&S and C&S Management, the “C&S Entities”) on February 17, 2015. The C&S Entities reported that, as of December 31, 2014, C&S had sole voting power over 5,417,406 shares of common stock and sole dispositive power over 13,163,323 shares of common stock, C&S Management had sole voting power over 5,417,406 shares of common stock and sole dispositive power over 13,119,418 shares of common stock, and C&S

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(5)

Based solely on information contained in a Schedule 13G/A filed jointly by FMR LLC, for itself and on behalf of its subsidiaries, Edward C. Johnson 3d and Abigail P. Johnson (collectively, “FMR”) on February 13, 2015. FMR reported that, as of December 31, 2014, it had sole voting power over 5,115,261 shares of our common stock and sole dispositive power over 10,681,993 shares of our common stock. Each of FMR Co., Inc, Strategic Advisers, Inc. and Pyramis Global Advisors, LLC is an investment adviser registered under Section 203 of the Investment Advisers Act and a wholly owned subsidiary of FMR LLC. Pyramis Global Advisors Trust Company and Fidelity Management Trust Company, Inc. are banks and also a wholly-owned subsidiaries of FMR LLC. Pyramis Global Advisors (Canada) ULC is a foreign investment advisor and a wholly-owned subsidiary of FMR LLC. Mr. Johnson, Chairman of FMR LLC, and members of his family (including Abigail P. Johnson, Vice Chairman, Chief Executive Officer and President of FMR LLC) collectively own, directly or through trusts, shares of FMR LLC representing 49% of the voting power of FMR LLC.

(6)

Based solely on information contained in a Schedule 13G/A filed by The Vanguard Group, Inc. (“Vanguard”) on February 11, 2015. Vanguard reported that, as of December 31, 2014, it had sole voting power over 905,651 shares of our common stock, shared voting power over 239,035 shares of our common stock, sole dispositive power over 37,888,981 shares of our common stock and shared dispositive power over 751,696 shares of our common stock. Vanguard is an investment advisor registered under Section 203 of the Investment Advisers Act. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 397,898 shares of our common stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 861,551 shares of our common stock as a result of its serving as investment manager of Australian investment offerings.

(7)	Based solely on information contained in a Schedule 13G/A filed by Vanguard Specialized Funds—Vanguard REIT Index Fund (“Vanguard REIT Fund”) on February 6, 2015. Vanguard REIT Fund reported that, as of December 31, 2014, it had sole voting power over 21,848,660 shares of our common stock.

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(1)

Audit Fees include the aggregate fees billed for professional services rendered by KPMG for the audit of our annual consolidated financial statements (including debt covenant compliance letters), audit of internal control over financial reporting, review of interim financial statements included in our 2014 Quarterly Reports on Form 10-Q, advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements, and work on securities offerings and other filings with the SEC, including comfort letters, consents and comment letters.

(2)	Audit-Related Fees consist principally of fees related to an audit of our 401(k) plan and advice on the actual or potential impact of rules, standards and interpretations adopted or proposed by regulatory bodies.

(3)	Tax Fees consist principally of reviews and preparation of tax returns ($24,053 in 2014) and advice on tax-planning matters primarily related to acquisitions ($582,359 in 2014).

(4)	All Other Fees relate to annual subscription fees for KPMG’s online technical research site.

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ü	attracting, retaining and motivating talented executives;

ü	rewarding performance that meets or exceeds pre-established company and tailored individual goals consistent with our strategic plan, while maintaining alignment with stockholders;

ü	providing balanced incentives that discourage excessive risk-taking;

ü	retaining sufficient flexibility to permit our executive officers to manage risk and adjust appropriately to meet rapidly changing market and business conditions;

ü	evaluating performance by balancing consideration of measures over which management has significant direct influence with market forces that management cannot control (such as monetary policy and interest rate expectations), but that impact stockholder value;

ü	encouraging executives to become and remain long-term stockholders of our company; and

ü	maintaining compensation and corporate governance practices that support our goal to deliver sustained, superior returns to stockholders.

ü

We generally target the median of our peer comparators for base salary, total annual compensation, long-term equity incentive compensation and total direct compensation of our Named Executive Officers. Our 2014 executive compensation program was designed to deliver compensation levels above or below these targets if performance exceeded or failed to achieve the goals established under our annual cash and long-term equity incentive plans.

ü	A significant portion of our executive compensation is performance-based cash and equity incentive compensation. Our annual cash and equity incentive awards are only granted if our Named Executive Officers achieve certain threshold performance levels with respect to various measures that support long-term stockholder value, including one- and three-year relative TSR.

ü	Our annual cash incentive awards are paid and our long-term equity incentive awards are issued only after the requisite performance level has been achieved and the awards are fully earned.

ü

We support pay-for-performance by targeting a mix of executive compensation that emphasizes equity incentive awards that vest over time, with less weight on fixed cash compensation. The use of equity awards encourages management to create long-term stockholder value because the award value is directly attributable to changes in the price of our common stock over time. Equity awards are also an effective tool for management retention because full vesting of the awards generally requires continued employment over multiple years.

ü	Our Compensation Committee annually reviews the compensation practices and programs of our compensation peer group (generally selected based on their similarity to us in terms of operations, FFO, enterprise value, market capitalization and total assets) and receives guidance from its independent compensation consultant on compensation best practices.

ü	Our share ownership guidelines require our executive officers and directors to maintain significant ownership of our common stock to further align interests with our stockholders. Our Securities Trading Policy and Procedures prohibits our directors, executive officers and employees from engaging in

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ü	exceptional long-term absolute and relative TSR and robust 31% annual TSR;

ü	record financial results, including normalized FFO per share;

ü	over $5 billion of accretive acquisitions (including HCT, which was completed in January 2015);

ü	professional and transparent handling of our 2014 re-audit process, which reaffirmed our historical financial results and the integrity of internal controls;

ü	successful recruitment of key new members to our management team;

ü	expert and nimble capital markets execution; and

ü	successful re-leasing or sale of 108 post-acute facilities in our portfolio.

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ü	a brokerage statement or letter from your broker or custodian with respect to your ownership of shares of our common stock on March 18, 2015;

ü	the Notice of Internet Availability of Proxy Materials;

ü	a printout of the proxy distribution email (if you receive your materials electronically);

ü	a proxy card;

ü	a voting instruction form; or

ü	a legal proxy provided by your broker, bank or custodian.

ü	execute and return a later-dated proxy card before your proxy is voted at the Annual Meeting;

ü	vote by telephone or over the Internet no later than 11:59 p.m. Eastern time on May 13, 2015;

ü	deliver a written notice of revocation to our Corporate Secretary at our principal executive offices located at 353 North Clark Street, Suite 3300, Chicago, Illinois 60654, before your proxy is voted at the Annual Meeting; or

ü	attend the Annual Meeting and vote in person (attendance by itself will not revoke your prior vote by proxy).

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ü	as to each person proposed to be nominated for election as a director, all information relating to that person that would be required to be disclosed in connection with the solicitation of proxies for election as a director pursuant to Section 14 of the Exchange Act;

ü	as to each other item of business, a brief description of such business, the stockholder’s reasons for proposing such business and any material interest that the stockholder or any of the stockholder’s associates may have in such business; and

ü

as to the stockholder giving the notice, the stockholder’s associates and any proposed director-nominee: the name and address of such person; the class, series and number of all shares of our capital stock owned by such person (and the name of the record holder, if beneficially owned), the date the shares were acquired and any short interest of such person in our securities; whether and to what extent such person has engaged in any hedging or derivative transactions in our securities during the preceding 12 months; and the investment strategy or objective of such person.

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