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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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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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on April 25, 2019.

HCP, INC.


HCP, INC.
1920 MAIN STREET
SUITE 1200
IRVINE, CA 92614
Meeting Information
Meeting Type: Annual Meeting
For holders as of:        March 4, 2019
Date: April 25, 2019           Time: 9:30 a.m. Central Time
Location:      Hotel Crescent Court
400 Crescent Court
Dallas, TX 75201
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.






























— Before You Vote —
How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT          2018 ANNUAL REPORT
How to View Online:
Have the information that is printed in the box marked by the arrow ➔    XXXX XXXX XXXX XXXX    (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or EMAIL Copy:
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1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE:    1-800-579-1639
3) BY EMAIL*: sendmaterial@proxyvote.com
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— How To Vote —
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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: 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 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 each of the director nominees named in proposal 1 and FOR proposals 2 and 3:
 
1.       Election of Directors
 
1a. Brian G. Cartwright
 
1b. Christine N. Garvey
 
1c. R. Kent Griffin, Jr.
 
1d. David B. Henry
 
1e. Thomas M. Herzog
 
1f. Lydia H. Kennard
 
1g. Katherine M. Sandstrom
   
     
 
2.       Approval, on an advisory basis, of 2018 executive compensation.
 
3. Ratification of the appointment of Deloitte & Touche LLP as HCP's independent registered public accounting firm for the year ending December 31, 2019.
 
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.