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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Filed by a Party other than the Registrant  o

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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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HCP, INC.

HCP, INC.

3760 KILROY AIRPORT

WAY SUITE 300

LONG BEACH, CA 90806

Meeting Information

Meeting Type:          Annual Meeting

For holders as of:    March 7, 2014

Date:  May 1, 2014     Time:  9:30 a.m. Pacific time

Location:

Long Beach Marriott

4700 Airport Plaza Drive

Long Beach, CA 90815

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, scan the QR Barcode on the reverse side, 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.

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT              2013 ANNUAL REPORT

How to View Online:

Have the information that is printed in the box marked by the arrow              XXXX XXXX XXXX  (located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below..

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET:

www.proxyvote.com

2) BY TELEPHONE:

1-800-579-1639

3) BY E-MAIL*:

sendmaterial@proxyvote.com

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow         XXXX XXXX XXXX    (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 11, 2013 to facilitate timely delivery.

How To Vote

   SCAN TO
VIEW MATERIALS & VOTE

Please Choose One of the Following Voting Methods

Vote In Person: Many shareholder 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, or scan the QR Barcode above.  Have the information that is printed in the box marked by the arrow        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.

1.

Election of Directors

1a.

Brian G. Cartwright

1b.

Christine N. Garvey

1c.

David B. Henry

1d.

Lauralee E. Martin

1e.

Michael D. McKee

1f.

Peter L. Rhein

1g.

Joseph P. Sullivan

2.

Ratification of the appointment of Deloitte & Touche LLP as HCP’s independent registered public accounting firm for the fiscal year ending December 31, 2014.

3.

Approval, on an advisory basis, of executive compensation.

4.

Approval of the HCP, Inc. 2014 Performance Incentive Plan.