8-K

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): April 7, 2025 (April 1, 2025)

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
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(Address of Principal Executive Office and Zip Code)				(Registrant’s telephone number, including area code)
www.healthcarerealty.com
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(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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of Peter A. Scott as President and Chief Executive Officer

On April 1, 2025, the Board of Directors of Healthcare Realty Trust Incorporated (the “Company”) appointed Peter A. Scott as the Company’s President and Chief Executive Officer, effective April 15, 2025. Mr. Scott is also expected to be added to the Company’s Board of Directors following the 2025 annual meeting of stockholders.

Mr. Scott, age 45, previously served as Chief Financial Officer of Healthpeak Properties, Inc. ("Healthpeak") since February 2017. Healthpeak is an S&P 500 company with approximately $25 billion of assets that primarily owns and develops healthcare real estate for medical and life sciences tenants. Prior to joining Healthpeak, he served as a Managing Director in the Real Estate Investment Banking Group at Barclays, a financial services firm listed on the London Stock Exchange. Mr. Scott's previous experience also includes various positions of increasing responsibility at financial services firms Credit Suisse from 2011 to 2014, Barclays from 2008 to 2011, and Lehman Brothers from 2002 to 2008.

The Company has entered into an employment agreement with Mr. Scott dated effective April 15, 2025 governing his employment as its President and Chief Executive Officer (the “Employment Agreement”). The Employment Agreement provides that Mr. Scott will receive an initial base salary of $750,000 per year and an annual cash incentive opportunity at a target of 180% of his annual base salary, or $1,350,000, which for 2025 shall be paid in an amount not less than target performance value. For 2025, Mr. Scott will also receive equity incentive awards with a target value of $3,900,000, which will consist of performance-based operating partnership units (“LTIP Units”) with a grant date value of $2,730,000 and a retention-based restricted stock award with a grant date value of $1,170,000. The LTIP Units will be subject to a performance period through December 31, 2027 and will vest based on the achievement of applicable performance targets linked to the Company’s relative total shareholder return as compared to a healthcare REIT peer group and the MSCI US REIT Index. The retention-based restricted stock grant will vest ratably over a three-year period. In connection with his appointment, Mr. Scott will also receive a one-time restricted stock award with an aggregate grant date value of $5,750,000 which will vest ratably over a period of four years. Mr. Scott will also be entitled to relocation benefits having a value of $400,000 and will be eligible to participate in employee benefit plans and programs provided by the Company to other employees and executive officers.

Mr. Scott’s employment may be terminated for a number of reasons, including: for cause, not for cause, voluntarily by Mr. Scott, death, disability, constructively, or following a change in control. In all cases, Mr. Scott would receive all accrued salary, bonus compensation that has been awarded but not yet paid, benefits under plans of the Company, including defined contribution or health and welfare plans, and accrued vacation pay.

In the case of a termination other than for cause, including a constructive termination, Mr. Scott would receive severance compensation equal to (a) two times his annual base salary, plus (b) two times the greater of: (i) his average annual bonus compensation earned in the two years immediately preceding the date of termination or (ii) the annual target bonus amount for the year in which the termination date occurred. He would also be paid a pro-rated portion of the cash incentive that he would have earned for a given period in which the termination occurs based on actual performance, provided he is employed for at least half the bonus period. Unvested equity awards subject to time-based vesting conditions would become fully vested. Vesting of any performance-based equity awards would be governed by the terms of the award agreement, which is based on actual performance at the end of the performance period, pro-rated for the period employed.

In the event that Mr. Scott’s employment is terminated in connection with a “change in control” (as defined in the Employment Agreement), Mr. Scott would receive severance compensation equal to (a) three times his annual base salary, plus (b) three times the greater of: (i) his average annual bonus compensation earned in the two years immediately preceding the date of termination; and (ii) the annual target bonus amount for the year in which the termination date occurred. He would also be paid a pro-rated portion of the cash incentive that he would have earned for a given period in which the termination occurs based on actual performance. Unvested equity awards subject to time-based vesting conditions would become fully vested. Vesting of any performance-based equity awards would be governed by the terms of the award agreement, which provides that the award will be deemed earned at the greater of target level or actual performance at the date of the change in control. The Employment Agreement does not include a “single trigger” change in control termination provision, nor any provision for a gross-up of severance or other amounts to offset income taxes.

The Company has agreed to indemnify Mr. Scott for certain liabilities arising from actions taken within the scope of his employment. The Employment Agreement contains restrictive covenants pursuant to which Mr. Scott has agreed not to compete with the Company during the period of employment and for one year following a termination in connection with a change-in-control or other than for cause, so long as applicable severance payments are timely made.

The foregoing description of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety, by the full text of the Employment Agreement, a copy of which will be filed with the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

There is no arrangement or understanding between Mr. Scott and any other person pursuant to which Mr. Scott was selected as the Company’s President and Chief Executive Officer. Mr. Scott has no family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Scott is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Departure of Constance B. Moore as Interim President and Chief Executive Officer

Concurrent with Mr. Scott’s appointment, Constance B. Moore will depart from her position as Interim President and Chief Executive Officer pursuant to the terms of her employment letter agreement dated December 9, 2024. At Mr. Scott’s request, Ms. Moore will remain employed in a transition role for a period of up to 60 days at a monthly salary of $90,000. Ms. Moore will continue to serve as a member of the Company’s Board of Directors, and upon completion of her transition services is expected to qualify as an independent director.

Additional Information and Where to Find It

In connection with the Company's 2025 annual meeting of stockholders (the “2025 Annual Meeting”), the Company will file a definitive proxy statement on Schedule 14A (the “Proxy Statement”) with the Securities and Exchange Commission (the "SEC"). BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. These documents, including the Proxy Statement (and any amendments or supplements thereto) and other documents filed by the Company with the SEC, are available free of charge at the SEC’s website at www.sec.gov and at the Company's investor relations website at www.investors.healthcarerealty.com.

Participants in the Solicitation

The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Company stockholders in connection with the matters to be considered at the 2025 Annual Meeting. Information regarding such participants and their respective interests in the Company by security holdings or otherwise (i) is set forth in the Company's proxy statement for its last annual meeting of stockholders, which was filed with the SEC on April 9, 2024, subsequent filings on Forms 3, 4, and 5, and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 on file with the SEC, and (ii) is expected to be set forth in the Proxy Statement, once available. The Company’s SEC filings, including the Proxy Statement are or will be available free of charge at the SEC's website at www.sec.gov.

Item 7.01	Regulation FD Disclosure.

On April 7, 2025, the Company issued a press release announcing the appointment of Peter A. Scott as the Company's President and Chief Executive Officer. A copy of the press release is furnished herewith as Exhibit 99.1.

The information set forth in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release issued by Healthcare Realty Trust Incorporated dated April 7, 2025
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: April 7, 2025	By:	/s/ Austen B. Helfrich
		Name: Austen B. Helfrich
		Title: Executive Vice President and Chief Financial Officer

Document

News Release

HEALTHCARE REALTY TRUST NAMES PETER A. SCOTT PRESIDENT AND CHIEF EXECUTIVE OFFICER

NASHVILLE, Tennessee, April 7, 2025 - Healthcare Realty Trust Incorporated (NYSE:HR) (“Healthcare Realty” or the “Company”) today announced that its Board of Directors (“Board”) has unanimously appointed Peter A. Scott to be the Company’s President and Chief Executive Officer following an extensive and rigorous search process. He will be based at the Company’s Nashville headquarters and assume his new role on April 15, 2025. Mr. Scott is expected to be added to the Board following the Company’s 2025 annual meeting of stockholders.

Since 2017, Mr. Scott served as Chief Financial Officer of Healthpeak Properties, Inc., an S&P 500 company with approximately $25 billion of assets that primarily owns and develops healthcare real estate for outpatient medical and life science tenants. Before joining Healthpeak, he was a Managing Director in the Real Estate Investment Banking Group at Barclays.

Connie Moore, who has served as Interim President and CEO of the Company since November 2024, will transition out of that role and continue to serve on the Board.

Director Glenn Rufrano, chair of the Board’s CEO search committee, said, “Pete has a proven track record of leadership and success throughout his career, first as a real estate investment banker and then as the CFO of a well-regarded healthcare REIT focused on outpatient medical properties. With deep experience and strong relationships with health systems and investors in our industry, and a thorough understanding of the drivers of our business, we are confident that he is best placed to build further on Healthcare Realty’s strong foundation and lead the Company into its next chapter of growth.”

Commenting on his appointment, Mr. Scott said, “I am honored to have been chosen to lead Healthcare Realty and excited to get started. The Company has a premier outpatient medical real estate platform with superior scale, growth and demographics, leading leasing performance, and favorable secular trends. I look forward to working with the team to further accelerate momentum and to deliver value to all our stakeholders.”

Thomas N. Bohjalian, Independent Chair of the Board, said, “Pete is a veteran decision maker regarding matters of corporate strategy and capital allocation and is well prepared to take on this role. I also want to thank Connie for her service as Interim President and CEO and for seamlessly leading the Company during this management transition. We look forward to her continued insight and guidance as a member of the Board of Directors.”

Ferguson Partners assisted the Board of Directors in the CEO search process.

Peter A. Scott Biographical Information

Mr. Scott has been Chief Financial Officer of Healthpeak Properties, Inc. since February 2017. While at Healthpeak, he was instrumental in completing:

•a $5 billion strategic merger with Physicians Realty Trust, creating an outpatient medical real estate platform consisting of 40 million square feet, and achieving $50 million of year-one synergies, exceeding initial forecast by $10 million;

•the substantial restructuring of the platform through approximately $12 billion of non-core asset sales with $9 billion re-invested into acquisitions focused on the outpatient medical and lab business segments; and

•a significant improvement in the balance sheet by reducing net debt to EBITDA approximately two turns resulting in upgrades from the three major credit rating agencies.

Prior to joining Healthpeak, he served as a Managing Director in the Real Estate Investment Banking Group at Barclays, a financial services firm listed on the London Stock Exchange, from 2014 to 2017. While at Barclays, Mr. Scott advised Healthpeak (then HCP) on its $4 billion spin-off of Quality Care Properties including $1.85 billion of debt financing. Mr. Scott's experience also includes various positions of increasing responsibility at the financial services firms Credit Suisse from 2011 to 2014, Barclays from 2008 to 2011 and Lehman Brothers from 2002 to 2008. He received a Bachelor of Science from the Wharton School at the University of Pennsylvania.

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 650 properties totaling over 38 million square feet concentrated in 15 growth markets. Additional information regarding the Company can be found at www.healthcarerealty.com.

Media Contacts:

Charlie Koons / Craig Singer

Brunswick Group

P: 212.333.3810

Investor Contact:

Ron Hubbard

Vice President, Investor Relations

P: 615.269.8290

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.