Healthcare Realty Trust Inc 8-K, filed Jan 9, 2020
Healthcare Realty Trust Inc (HR)
8-K
2020-01-09
For: 2020-01-09
View Original
Added on
April 07, 2026
About this 8-K
Healthcare Realty Trust Inc filed this 8-K on January 9, 2020.
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): [January 9, 2020 ] ([January 8, 2020])
(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.htareit.com |
(Internet address) |
N/A
(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 Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Daniel S. Henson as a Director
On January 8, 2020, Daniel S. Henson advised Healthcare Trust of America, Inc. (NYSE:HTA) (“HTA”), of his resignation from the Board of Directors (the “Board”) and his Committee assignments effective January 8, 2020. Prior to his resignation, Mr. Henson served as the chairman of the Risk Management Committee and a member of the Compensation Committee and Investment Committee. Mr. Henson’s resignation was not the result of any disagreement with HTA or management regarding operations, policies or practices.
Appointment of H. Lee Cooper and Jay Paul Leupp as Directors
On January 8, 2020, the Board appointed H. Lee Cooper and Jay Paul Leupp, effective January 8, 2020, as new independent directors of the Board. Mr. Cooper was appointed to serve as a member of the Risk Management and Compensation Committees and Mr. Leupp was appointed to serve as a member of the Audit, Investment, and Nominating and Governance Committees.
Mr. Cooper currently serves as an Operating Partner of Welsh, Carson, Anderson & Stowe (“WCAS”) focused on healthcare investments. Prior to joining WCAS in 2019, Mr. Cooper served as the President & Chief Executive Officer of GE Healthcare Systems, U.S. and Canada, where he oversaw the company’s core businesses and partnered with care providers, healthcare systems and governments to improve healthcare quality, access and affordability. He has over 25 years of experience with General Electric Company (“GE”), having joined GE in 1990. Mr. Cooper earned his B.A. degree in economics from Ohio Wesleyan University.
Mr. Leupp is a long-term REIT veteran, with over 25 years in the publicly-traded real estate markets. Mr. Leupp is currently the Managing Director, Senior Portfolio Manager for Lazard Asset Management LLC's Global Real Estate Securities team where he has worked since 2011. Prior to joining Lazard, Mr. Leupp was the President and Chief Executive Officer of Grubb & Ellis Alesco Global Advisors, which he founded in 2006 prior to its sale to Grubb & Ellis, and served as the Senior Portfolio Manager for its real estate securities mutual funds. Prior to that, Mr. Leupp had a long career as an equity analyst, including as a Managing Director at RBC Capital Markets and at Robertson Stephens & Co., Inc. Mr. Leupp holds an M.B.A. degree from Harvard University and a B.S. degree in Accounting from Santa Clara University. Mr. Leupp is a past member of the Board of Directors of Chaminade College Preparatory, Los Angeles and the Santa Clara University Board of Regents. Mr. Leupp currently serves on the Board of Directors of G.W. Williams Company, San Francisco Catholic Charities, Chaminade College Preparatory (Los Angeles), and on the Policy Board of the Fisher Center for Real Estate at the University of California, Berkeley.
With the appointment of Mr. Cooper and Mr. Leupp and departure of Mr. Henson, HTA’s board membership will increase to ten total individuals on the Board of Directors until the 2020 Annual Meeting of Stockholders. HTA also expects that the newly appointed directors will be nominated for re-election at the Annual Meeting in July 2020.
There is no arrangement or understanding between Mr. Cooper or Mr. Leupp, on the one hand, and any other person, on the other hand, pursuant to which Mr. Cooper or Mr. Leupp, respectively, was selected as a member of the Board. In addition, there are no transactions in which Mr. Cooper or Mr. Leupp have an interest that are required to be disclosed under Item 404(a) of SEC Regulation S-K. The Board has determined that Mr. Cooper and Mr. Leupp qualify as independent directors under the applicable New York Stock Exchange and Securities and Exchange Commission requirements.
Mr. Cooper and Mr. Leupp will be entitled to receive the same compensation for service as independent directors as is provided to other independent directors under HTA’s 2006 Independent Director Compensation Plan, as amended (the “Policy”), which is described in HTA’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 18, 2019. Under the Policy, Mr. Cooper and Mr. Leupp will each receive an annual base retainer of $75,000, which will be pro-rated for the fiscal year 2020, and will be eligible to receive meeting fees as provided in the Policy. Effective upon Mr. Cooper’s and Mr. Leupp’s appointment, they were granted a pro-rated award of $50,000 worth of restricted shares of HTA. HTA also intends to enter into an indemnification agreement with each of Mr. Cooper and Mr. Leupp that are substantially similar to the form of indemnification agreement executed by other members of the Board.
As part of the Board transitions, Ms. Vicki U. Booth was appointed as the Chairman of the Risk Management Committee and a member of the Audit Committee.
Item 7.01 | Regulation FD Disclosure. |
On January 9, 2020, HTA issued a press release announcing the resignation of Mr. Henson from the Board and the appointments of Mr. Cooper and Mr. Leupp to the Board, each as set forth in Item 5.02 of this Current Report on Form 8-K.
A copy of the press release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and the related Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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 registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Healthcare Trust of America, Inc. | |||
Date: January 9, 2020 | By: | /s/ Scott D. Peters | |
Name: Scott D. Peters | |||
Title: Chief Executive Officer, President and Chairman | |||
PRESS RELEASE
Financial Contact: | Media Contact: | |
Robert A. Milligan | Kristen Armstrong | |
Chief Financial Officer | Executive Assistant to the CEO | |
Healthcare Trust of America, Inc. | Healthcare Trust of America, Inc. | |
480.998.3478 | 480.998.3478 | |
RobertMilligan@htareit.com | KristenArmstrong@htareit.com | |
Healthcare Trust of America, Inc. Announces the Appointment of H. Lee Cooper and Jay P. Leupp to the Company’s Board of Directors
SCOTTSDALE, ARIZONA, January 9, 2020 - Healthcare Trust of America, Inc. (NYSE:HTA or the “Company”), announced today that its Board of Directors has appointed Mr. H. Lee Cooper and Mr. Jay P. Leupp as new Independent Directors of the Board. In addition, the Company announced the resignation of current director Mr. Daniel S. Henson.
Mr. Cooper is a distinguished leader in the healthcare industry, including roles in healthcare-focused private equity and more than 25 years with the General Electric Company (“GE”). Mr. Cooper is currently an operating partner at Welsh, Carson, Anderson & Stowe where he focuses on healthcare investing. Prior to that time, Mr. Cooper served as a long-time executive at GE, most recently as the President & CEO of GE Healthcare Systems, U.S. and Canada, until his recent retirement from GE. In this role, he oversaw GE Healthcare’s core businesses of Imaging, Ultrasound, Life Care Solutions, Enterprise Digital Solutions and Services and partnered with care providers, healthcare systems and governments to improve healthcare quality, access and affordability.
Mr. Leupp is a long-time REIT veteran, with over 25 years in the publicly-traded real estate markets. Mr. Leupp is currently the Managing Director, Senior Portfolio Manager for Lazard Asset Management LLC in San Francisco, CA where he has worked since 2011. Prior to that time, Mr. Leupp had a long career as a REIT equity analyst, including as a managing director at RBC and Robertson Stephens. Mr. Leupp also holds an MBA degree from Harvard University and a Bachelor’s degree in accounting from Santa Clara University. He currently serves on the Board of Directors of G.W. Williams Company, San Francisco Catholic Charities, and on the Policy Board of the Fisher Center for Real Estate at the University of California, Berkeley.
Additionally, HTA announced today that Daniel S. Henson will be resigning from his current board seat, effective January 8, 2020 to focus on his board chair roles for portfolio companies affiliated with the Blackstone Companies. Mr. Henson has been a valued member of the HTA Board of Directors since 2016 and was most recently the chairperson for the Company’s Risk Management Committee and a member of the Company’s Investment Committee.
“We are proud to welcome Lee and Jay to our team. Lee brings to the Company a distinguished Fortune 500 public company background, healthcare experience and relationships, and leadership skills; Jay has extensive and broad real estate, financial, and capital markets expertise and has held several board of director and leadership positions,” stated Founder, Chairman and CEO Scott D. Peters. “We believe the addition of these two individuals will continue to position us as the leading provider of medical office buildings and allow us to continue to produce attractive returns for our stockholders. We also want to thank Dan for his contributions and guidance during his tenure with the Board.”
With the appointment of Mr. Cooper and Mr. Leupp and departure of Mr. Henson, HTA’s board membership will increase to ten total individuals on the Board of Directors until the 2020 Annual Meeting of Stockholders. HTA also expects that the newly appointed directors will be nominated for re-election at the Annual Meeting in July 2020.
The Board has determined that Mr. Cooper and Mr. Leupp have no material interests in any transactions with the Company and both qualify as independent directors under the applicable New York Stock Exchange, and the Securities and Exchange Commission requirements.
About HTA
Healthcare Trust of America, Inc. (NYSE: HTA) is the largest dedicated owner and operator of medical office buildings in the United States, comprising approximately 23.7 million square feet of GLA, with $7.0 billion invested primarily in medical office buildings as of September 30, 2019. HTA provides real estate infrastructure for the integrated delivery of healthcare services in highly-desirable locations. Investments are targeted to build critical mass in 20 to 25 leading gateway markets that generally have leading university and medical institutions which translates to superior demographics, high-quality graduates, intellectual talent and job growth. The strategic markets HTA invests in support a strong, long-term demand for quality medical office space. HTA utilizes an integrated asset management platform consisting of on-site leasing, property management, engineering and building services, and development capabilities to create complete, state of the art facilities in each market. This drives efficiencies, strong tenant and health system relationships, and strategic partnerships that result in high levels of tenant retention, rental growth and long-term value creation. Headquartered in Scottsdale, Arizona, HTA has developed a national brand with dedicated relationships at the local level.
Founded in 2006 and listed on the New York Stock Exchange in 2012, HTA has produced attractive returns for its stockholders that have outperformed the S&P 500 and US REIT index. More information about HTA can be found on the Company’s Website (www.htareit.com), Facebook, LinkedIn and Twitter.
Forward-Looking Language
This press release contains certain forward-looking statements. Forward-looking statements are based on current expectations, plans, estimates, assumptions and beliefs, including expectations, plans, estimates, assumptions and beliefs about HTA, stockholder value and earnings growth.
The forward-looking statements included in this press release are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond HTA’s control. Although HTA believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, HTA’s actual results and performance could differ materially and in adverse ways from those set forth in the forward-looking statements. Factors which could have a material adverse effect on HTA’s operations and future prospects include, but are not limited to:
• | changes in economic conditions affecting the healthcare property sector, the commercial real estate market and the credit market; |
• | competition for acquisition and development of medical office buildings and other facilities that serve the healthcare industry; |
• | economic fluctuations in certain states in which HTA’s property investments are geographically concentrated; |
• | retention of our senior management team and our ability to attract and retain qualified key personnel; |
• | financial stability and solvency of HTA’s tenants, including the ability and willingness of HTA’s tenants or borrowers to satisfy their obligations under their respective contractual arrangements with us; |
• | the ability and willingness of HTA’s tenants to renew their leases with us upon expiration of the leases or our ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we exercise our right to replace an existing tenant; |
• | fluctuations in reimbursements from third party payors such as Medicare and Medicaid; |
• | supply and demand for operating properties in the market areas in which HTA operates; |
• | HTA’s ability to acquire or develop real properties, and to successfully operate those properties once acquired or developed; |
• | changes in operating expenses of HTA’s properties including, but not limited to, expenditures for property taxes, property and liability insurance premiums, and changes in utility rates; |
• | HTA’s ability and the ability of our tenants to obtain and maintain adequate property, liability and other insurance from reputable, financially stable providers; |
• | restrictive covenants on certain of HTA’s properties subject to ground leases that may restrict or limit the uses of HTA’s properties and the types of tenants we are able to lease to, and our resulting ability to attract new tenants; |
• | the impact from damage to HTA’s properties from, or increased operating costs associated with, catastrophic weather and other natural events and the physical effects of climate change; |
• | legislative and regulatory changes, including changes to laws governing the taxation of REITs and changes to laws governing the healthcare industry; |
• | changes in interest rates, including changes as a result of the potential phasing out of the London Inter-bank Offered Rate (“LIBOR”); |
• | the availability of capital and financing; |
• | restrictive covenants in HTA’s credit facilities; |
• | changes in HTA’s credit ratings; |
• | HTA’s ability to remain qualified as a REIT; |
• | changes in accounting principles generally accepted in the United States of America, policies and guidelines applicable to REITs; and |
• | the risk factors set forth in HTA’s most recent Annual Report on Form 10-K and in HTA’s most recent Quarterly Reports on Form 10-Q. |
Forward-looking statements speak only as of the date made. Except as otherwise required by the federal securities laws, HTA undertakes no obligation to update any forward-looking statements to reflect the events or circumstances arising after the date as of which they are made. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements included in this press release or that may be made elsewhere from time to time by, or on behalf of, HTA.