8-K
Healthcare Realty Trust Inc (HR)
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 8, 2023 (June 5, 2023)
Healthcare Realty Trust Incorporated
(Exact name of registrant as specified in its charter)
| Maryland | 001-35568 | 20-4738467 | ||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||
| 3310 West End Avenue, Suite 700 | Nashville, | Tennessee | 37203 | (615) | 269-8175 | |
| --- | --- | --- | --- | --- | --- | --- |
| (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 |
|---|---|---|
| Class A Common Stock, $0.01 par value per share | HR | New York Stock Exchange |
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 5.07 | Submission of Matters to a Vote of Security Holders. |
| --- | --- |
Healthcare Realty Trust Incorporated (the “Company”) held its annual meeting of shareholders on June 5, 2023. At the annual meeting, there were present in person or by proxy 356,538,978 shares of the Company’s common stock, representing approximately 93.62% of the total outstanding eligible votes. The proposals considered at the annual meeting were voted on as follows:
1) The following individuals were elected to serve as directors for one-year terms or until their successors have been elected and take office.
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | Percent Voting For 1 |
|---|---|---|---|---|
| Todd J. Meredith | 337,778,529 | 3,572,409 | 15,188,040 | 98.95% |
| John V. Abbott | 337,036,628 | 4,314,310 | 15,188,040 | 98.74% |
| Nancy H. Agee | 338,163,539 | 3,187,399 | 15,188,040 | 99.07% |
| W. Bradley Blair, II | 298,833,707 | 42,517,231 | 15,188,040 | 87.54% |
| Vicki U. Booth | 301,354,953 | 39,995,985 | 15,188,040 | 88.28% |
| Edward H. Braman | 337,813,635 | 3,537,303 | 15,188,040 | 98.96% |
| Ajay Gupta | 338,113,959 | 3,236,979 | 15,188,040 | 99.05% |
| James J. Kilroy | 336,417,034 | 4,933,904 | 15,188,040 | 98.55% |
| Jay P. Leupp | 301,630,591 | 39,720,347 | 15,188,040 | 88.36% |
| Peter F. Lyle, Sr. | 337,039,042 | 4,311,896 | 15,188,040 | 98.74% |
| Constance B. Moore | 338,622,319 | 2,728,619 | 15,188,040 | 99.20% |
| John Knox Singleton | 325,721,098 | 15,629,840 | 15,188,040 | 95.42% |
| Christann M. Vasquez | 336,625,656 | 4,725,282 | 15,188,040 | 98.62% |
1 Total “For” votes as a percentage of the shares voted on the proposal.
2) The shareholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, by the following vote:
| Votes Cast in Favor | Votes Cast Against | Abstentions | Broker Non-Votes | Percent Voting For 1 |
|---|---|---|---|---|
| 353,898,212 | 2,233,213 | 407,553 | — | 99.26% |
3) The shareholders approved, on a non-binding advisory basis, the Company’s compensation of its executive officers by the following vote:
| Votes Cast in Favor | Votes Cast Against | Abstentions | Broker Non-Votes | Percent Voting For 1 |
|---|---|---|---|---|
| 308,821,975 | 32,060,344 | 468,619 | 15,188,040 | 90.47% |
4) The shareholders have implemented the option of an “Annual Vote” as to the frequency of the non-binding advisory vote on executive compensation, by a majority of the following vote:
| Annual Vote | Biennial Vote | Triennial Vote | Abstentions |
|---|---|---|---|
| 333,072,197 | 141,107 | 7,788,333 | 349,301 |
1 Total “For” votes as a percentage of the shares voted on the proposal.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits.
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 8, 2023 | By: | /s/ J. Christopher Douglas |
| Name: J. Christopher Douglas | ||
| Title: Executive Vice President - Chief Financial Officer |