MEDICAL PROPERTIES TRUST, INC. (NYSE:MPW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
On February15, 2018, the Board of Directors (the “Board”) of Medical Properties Trust, Inc. (the “Company”) appointed ElizabethN. Pitman, J.D., CHPC, as a director of the Company, effective February15, 2018.
Ms.Pitman is an attorney with Waller Lansden Dortch& Davis, LLP, a leading provider of legal services to the healthcare industry. Ms.Pitman provides counsel to publicly traded and privately owned hospitals and healthcare systems, surgery centers, physician groups, and healthcare information technology companies on a variety of matters, including healthcare privacy, data and cyber security compliance, Medicare reimbursement, Stark and anti-kickback compliance, and technology licensing. Prior to joining Waller Lansden Dortch& Davis, Ms.Pitman served as general counsel at SuccessEHS, Inc., a provider of electronic health records and revenue cycle management solutions.Certified in Healthcare Privacy Compliance (CHPC), Ms.Pitman received her J.D. from The University of Alabama School of Law and a B.S. from Alabama in Accounting.
Ms.Pitman will be compensated for her service as a director on the same basis as other non-employee directors of the Company. Compensation for the Company’s non-employee directors is described in the Company’s Definitive Proxy Statement for its 2017 Annual Meeting of Stockholders as filed with the Commission on April27, 2017. As compensation for serving on the Company’s Board, each non-employee director receives a cash retainer and has annually been awarded restricted stock which vests over three years in equal quarterly amounts. The Company also reimburses its directors for reasonable expenses incurred in attending Board and committee meetings. The Company’s Compensation Committee may change the compensation of the Company’s non-employee directors at its discretion.
In connection with Ms.Pitman’s appointment to the Board, the Company expects to enter into its standard indemnification agreement in substantially the same form as previously filed as an exhibit to the Company’s Registration Statement on Form S-11 filed with the Commission on October26, 2004, as amended (File No.333-119957). The indemnification agreement will generally provide that the Company will, to the fullest extent permitted by Maryland law, indemnify and defend Ms.Pitman against all losses and expenses incurred as a result of her current or past service to the Company. The agreement will also provide for the advancement of expense in connection with a threatened, pending or completed action, suit or proceeding.
Other than the director compensation arrangements described above, there is not any arrangement or understanding between Ms.Pitman and any other persons to which she was selected as director of the Company. Furthermore, the Company has not been since the beginning of the last fiscal year, and is not currently proposed to be, a participant in any related party transaction with Ms.Pitman within the meaning of Item 404(a) of Regulation S-K.
Ms.Pitman was appointed as a member of the Ethics, Nominating and Governance Committee of the Board. The Board has determined that Ms.Pitman qualifies as an independent director under the New York Stock Exchange listing standards and the Company’s bylaws. In connection with this appointment, the Board of Directors also changed the size of the Board from six to seven directors.
| Item 5.02. | Financial Statements and Exhibits. |
(d) Exhibits.
| ExhibitNumber |
Description |
| 99.1 | Press release dated February15, 2018 |
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MEDICAL PROPERTIES TRUST INC ExhibitEX-99.1 2 d536315dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Contact: Tim Berryman Director – Investor Relations Medical Properties Trust,…To view the full exhibit click here
About MEDICAL PROPERTIES TRUST, INC. (NYSE:MPW)
Medical Properties Trust, Inc. is a self-advised real estate investment trust (REIT) focused on investing in and owning net-leased healthcare facilities. It conducts all of its business through MPT Operating Partnership, L.P. It acquires and develops healthcare facilities and leases the facilities to healthcare operating companies under long-term net leases. It also makes mortgage loans to healthcare operators collateralized by their real estate assets. The Company’s portfolio consists of 202 properties, which includes 179 facilities that the Company owns and 14 properties controlled in the form of mortgage loans. The properties are leased/mortgaged to 29 tenants located in 28 states, and Germany, United Kingdom, Italy, and Spain. Of the total portfolio, 9 facilities are under development. Its facilities consist of 64 general acute care hospitals, 69 inpatient rehabilitation hospitals, 23 long-term acute care hospitals, 43 free standing emergency rooms, and 3 medical office buildings.
