HEALTHCARE TRUST OF AMERICA, INC. (NYSE:HTA) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 14, 2017, the Board of Directors (the “Board”) of Healthcare Trust of America, Inc. (the “Company”) adopted a resolution prohibiting the Company from electing to be subject to Section 3-803 of Subtitle 8 of Title 3 of the Maryland General Corporation Law (the “MGCL”), which is commonly referred to as the Maryland Unsolicited Takeovers Act, unless a proposal to repeal such resolution is first approved by the affirmative vote of at least a majority of the votes cast on the matter by stockholders of the Company entitled to vote generally in the election of directors. Section 3-803 of the MGCL, together with other provisions of Subtitle 8 of Title 3 of the MGCL, permits the board of directors of a Maryland corporation with a class of equity securities registered under the Securities Exchange Act of 1934, as amended, and at least three independent directors to elect to classify the board of directors without stockholder approval.
By adopting this resolution, the Company will be prohibited from classifying the Board without first obtaining stockholder approval. The Company filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland reflecting the adoption of this resolution.
The foregoing summary of the resolution adopted by the Board and the related Articles Supplementary is qualified in its entirety by reference to the text of the Articles Supplementary, which are attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 5.03 |
Financial Statements and Exhibits. |
(d) Exhibits.
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3.1 |
Articles Supplementary of Healthcare Trust of America, Inc., dated July 14, 2017. |
HEALTHCARE TRUST OF AMERICA, INC. ExhibitEX-3.1 2 ex31articlessupplmentary.htm EXHIBIT 3.1 Exhibit Exhibit 3.1HEALTHCARE TRUST OF AMERICA,…To view the full exhibit click here
About HEALTHCARE TRUST OF AMERICA, INC. (NYSE:HTA)
Healthcare Trust of America, Inc. (HTA) operates as a real estate investment trust (REIT). The Company operates through investing in healthcare real estate assets segment. The primary objective is to generate stockholder value through consistent and growing dividends and appreciation of real estate value. The Company is focused on acquiring, owning and operating medical office buildings (MOBs) that are located on the campuses of, or aligned with, nationally or regionally recognized healthcare systems. HTA does not conduct business itself, other than acting as the sole general partner of Healthcare Trust of America Holdings, LP (HTALP). The Company owns approximately 98.5% partnership interest in HTALP. HTA is focused on building and maintaining a portfolio, which consists primarily of MOBs that offer healthcare services over the long-term. The Company’s portfolio consists of approximately 15.5 million square feet of gross leasable area (GLA), with a leased rate of over 90%.
