Healthcare Realty Trust Inc 8-K, filed Jun 23, 2025
Healthcare Realty Trust Inc (HR)
8-K
2025-06-23
For: 2025-06-18
View Original
Added on
April 07, 2026
About this 8-K
Healthcare Realty Trust Inc filed this 8-K on June 23, 2025, reporting on events of June 18, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 23, 2025 (June 18, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||
| (Address of Principal Executive Office and Zip Code) | (Registrant’s telephone number, including area code) | ||||||||||||||||||||||||||||||||||
www.healthcarerealty.com | ||
| (Internet address) | ||
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
| Emerging growth company | ||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| ☐ | |||||||||||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
(b) Departure of Directors
On June 18, 2025, Nancy H. Agee, Ajay Gupta, James J. Kilroy, Peter F. Lyle, Sr., and Christann M. Vasquez retired from the Board of Directors (the “Board”) of Healthcare Realty Trust Incorporated (the “Company”). Following the retirements, the Board immediately reduced its size from 12 to seven members. The executive officers of the Company are not aware of, and none of the retiring directors have informed the Company of, any disagreement with the Company on any matter relating to its operations, policies or practices.
| Item 7.01 | Regulation FD Disclosure. | ||||
On June 23, 2025, the Company issued a press release announcing the changes to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Healthcare Realty Trust Incorporated | |||||||||||
| Date: June 23, 2025 | By: | /s/ Austen B. Helfrich | |||||||||
| Name: Austen B. Helfrich | |||||||||||
| Title: Executive Vice President and Chief Financial Officer | |||||||||||
News Release
HEALTHCARE REALTY ANNOUNCES REDUCTION IN SIZE OF BOARD OF DIRECTORS
NASHVILLE, Tennessee, June 23, 2025 - Healthcare Realty Trust Incorporated (NYSE:HR) (“Healthcare Realty” or the “Company”) today announced changes to its Board of Directors (“Board”), immediately reducing the size from 12 to 7 members. This reduction is part of a thoughtful effort to better align the size of the Board with other companies in the REIT industry, while maintaining the Board’s commitment to operating with best practices of corporate governance.
In support of these efforts, five directors, Nancy Agee, Ajay Gupta, James Kilroy, Peter Lyle, and Christann Vasquez voluntarily retired from the Board, effective June 18, 2025.
The Board’s independent chairman, Thomas Bohjalian said, “I would like to thank the retiring directors for their service and contributions to the Company, as well as their support and professionalism in effecting these Board changes. Each has provided valuable perspectives and insights over the years. We wish them the best in the future.”
Mr. Bohjalian added, “Our decision to reduce the size of the Board reflects our commitment to acting consistent with best practices of corporate governance. Our continuing directors remain committed to active engagement with all our shareholders and driving shareholder value.”
The Company’s President and CEO, Peter Scott said, “I look forward to working with our continuing directors to enhance our relationships with all of our stakeholders and instill a winning mentality at Healthcare Realty. With our high-quality portfolio combined with strong industry fundamentals, I am excited about what the future holds.”
Healthcare Realty’s Board now consists of seven directors, comprised of Mr. Bohjalian, Mr. Scott, and independent directors David Henry, Jay Leupp, Constance Moore, Glenn Rufrano and Donald Wood.
More information can be found at https://www.healthcarerealty.com.
About Healthcare Realty
Healthcare Realty is a real estate investment trust (REIT) that owns and operates medical outpatient buildings primarily located around market-leading hospital campuses. The Company selectively grows its portfolio through property acquisition and development. As the first and largest REIT to specialize in medical outpatient buildings, Healthcare Realty’s portfolio includes over 640 properties totaling over 38 million square feet concentrated in 15 growth markets. Additional information regarding the Company can be found at www.healthcarerealty.com.
Forward-Looking Statements
This press release contains certain forward-looking statements with respect to the Company. Forward-looking statements are statements that are not descriptions of historical facts and include statements regarding management’s intentions, beliefs, expectations, plans or predictions of the future, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Because such statements include risks, uncertainties and contingencies, actual results may differ materially and in adverse ways from those expressed or implied by such forward-looking statements. Additional information concerning the Company and its business, including additional factors that could materially and adversely affect the Company’s financial results, include, without limitation, the risks described under Part I, Item 1A - Risk Factors, in the Company’s 2024 Annual Report on Form 10-K and in its other filings with the SEC.
Media Contacts:
Charlie Koons / Craig Singer
Brunswick Group
P: 212.333.3810
Investor Contact:
Ron Hubbard
Vice President, Investor Relations
P: 615.269.8290
