HEALTHCARE TRUST OF AMERICA, INC. (NYSE:HTA) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
Submission of Matters to a Vote of Security Holders.
HEALTHCARE TRUST OF AMERICA, INC. (NYSE:HTA) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
Submission of Matters to a Vote of Security Holders.
On July 12, 2017, Healthcare Trust of America, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) for the purpose of acting on the following two proposals properly brought before the meeting:
(1) the election of the following individuals to the Company’s board of directors: Scott D. Peters, W. Bradley Blair, II, Maurice J. DeWald, Warren D. Fix, Peter N. Foss, Daniel S. Henson, Larry L. Mathis, and Gary T. Wescombe;
(2) the approval, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement;
(3) to recommend, on an advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers; and
(4) the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.
Election of Directors
At the Annual Meeting, our stockholders elected all the director nominees identified above to serve until the Annual Meeting in 2018 and until their successors are duly elected and qualified. Set forth below are the final voting tallies from the Annual Meeting relating to such election of director nominees:
Nominee |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
% of Votes For* |
Scott D. Peters |
108,946,909 |
2,395,411 |
1,727,104 |
19,290,219 |
98% |
W. Bradley Blair, II |
89,864,899 |
23,014,713 |
189,812 |
19,290,219 |
80% |
Maurice J. DeWald |
111,782,036 |
1,087,654 |
199,734 |
19,290,219 |
99% |
Warren D. Fix |
87,821,947 |
25,083,885 |
163,592 |
19,290,219 |
78% |
Peter N. Foss |
111,867,107 |
1,001,069 |
201,248 |
19,290,219 |
99% |
Daniel S. Henson |
90,247,828 |
22,623,754 |
197,842 |
19,290,219 |
80% |
Larry L. Mathis |
89,862,054 |
23,011,597 |
195,773 |
19,290,219 |
80% |
Gary T. Wescombe |
111,777,093 |
1,091,658 |
200,673 |
19,290,219 |
99% |
* Note that % of “Votes For” excludes abstentions and broker non-votes, consistent with the Company’s charter.
Advisory Vote to Approve Executive Compensation
At the Annual Meeting, our stockholders approved, on an advisory basis, the compensation of our named executive officers. Set forth below are the final voting tallies from the Annual Meeting relating to such advisory vote to approve the compensation of our named executive officers:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
% of Votes For* |
82,167,398 |
30,548,425 |
353,601 |
19,290,219 |
73% |
* Note that % of “Votes For” excludes abstentions and broker non-votes, consistent with the Company’s charter.
Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation
At the Annual Meeting, our stockholders did not approve, on an advisory basis, the recommended three-year frequency vote for frequency of future advisory votes to approve the compensation of our named executive officers. Set forth below are the final voting tallies from the Annual Meeting relating to such advisory vote, indicating stockholders’ preference for a one-year frequency for future advisory votes to approve the compensation of our named executive officers:
Three Years |
Two Years |
One Year |
Abstentions |
Broker Non-Votes |
% of Votes Three Year* |
17,953,807 |
434,862 |
94,362,564 |
318,191 |
19,290,219 |
16% |
* Note that % of “Votes Three Years” excludes abstentions and broker non-votes, consistent with the Company’s charter.
The Company’s Board of Directors has determined that the Company will hold an annual stockholder advisory vote to approve the compensation of our named executive officers until the next required advisory vote on the frequency of stockholder advisory votes to approve the compensation of our named executive officers.
Ratification of Auditors
At the Annual Meeting, our stockholders ratified the appointment of Deloitte & Touch LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017. Set forth below are the final voting tallies from the Annual Meeting relating to such auditor ratification:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
% of Votes For* |
131,306,599 |
752,528 |
300,516 |
99% |
* Note that % of “Votes For” excludes abstentions and broker non-votes, consistent with the Company’s charter.
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%.