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.     )

Filed by the Registrant  x

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))

o

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)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

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(3)

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

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Date Filed:

HCP, INC.

Meeting Information

Meeting Type:    Annual Meeting

For holders as of:    March 2, 2012

Date:  April 26, 2012     Time:  9:30 a.m. Pacific Time

Location:

Marriott Long Beach

4700 Airport Plaza Drive

Long Beach, CA 90815

HCP, INC.

3760 KILROY AIRPORT WAY

SUITE 300

LONG BEACH, CA 90806

You are receiving this communication because you hold shares in the above named company.

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.

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT              2011 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.

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 12, 2012 to facilitate timely delivery.

—– How To 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.  Have the information that is printed in the (box marked by the arrow       XXXX XXXX XXXX   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 the following proposals:

1.

Election of Directors

Nominees:

2.

Ratification of the appointment  of Deloitte & Touche LLP as HCP’s independent  registered public accounting firm for the fiscal year ending December 31, 2012.

1a.

James F. Flaherty III

3.

Advisory vote to approve executive compensation.

1b.

Christine N. Garvey

1c.

David B. Henry

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.

1d.

Lauralee E. Martin

1e.

Michael D. McKee

1f.

Peter L. Rhein

1g.

Kenneth B. Roath

1h.

Joseph P. Sullivan