Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

We hereby incorporate by reference the information under the captions “Security Ownership of Principal Stockholders, Directors and Management” and “Proposal No. 4 HCP, Inc. 2014 Performance Incentive Plan Proposal” in the Registrant’s definitive proxy statement relating to its 2015 Annual Meeting of Stockholders to be held on April 30, 2015.