Form 8-K
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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): July 15, 2022
 
 
HEALTHCARE TRUST OF AMERICA, INC.
HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
(Exact name of Registrant as Specified in its Charter)
 
 
 
             
(Healthcare Trust of America, Inc.)
  
Maryland
  
001-35568
  
20-4738467
(Healthcare Trust of America Holdings, LP)
  
Delaware
  
333-190916
  
20-4738347
   
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
 
     
16435 N. Scottsdale Road, Suite 320
Scottsdale, Arizona 85254
  
(480) 998-3478
(Address of Principal Executive Office and Zip Code)
  
(Registrant’s Telephone Number, Including Area Code)
www.htareit.com
(Internet address)
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
 
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 (see General Instructions A.2. below):
 
☐
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))
Securities registered pursuant to Section 12(b) of the Act:
 
         
Title of Each Class:
  
Trading
Symbol(s):
  
Name of Exchange
on Which Registered:
Class A Common Stock, $0.01 par value per share
  
HTA
  
New York Stock Exchange
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).
 
             
    (Healthcare Trust of America, Inc.)    ☐    Emerging growth company
       
    (Healthcare Trust of America Holdings, LP)    ☐    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.
 
         
    (Healthcare Trust of America, Inc.)    ☐
     
    (Healthcare Trust of America Holdings, LP)    ☐
 
 
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
On July 15, 2022, the Company held a special meeting of the stockholders (the “
Special Meeting
”) for the purpose of acting on the following three proposals properly brought before the meeting:
 
 
(1)
to approve the issuance of the Company’s shares of class A common stock, $0.01 par value per share (“
Common Stock
”), in connection with the merger (the “
Merger
”), pursuant to the Agreement and Plan of Merger, dated as of February 28, 2022, among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, Healthcare Realty Trust Incorporated, and HR Acquisition 2, LLC (the “
Company Issuance Proposal
”);
 
 
(2)
to approve, in a non-binding advisory vote, the “golden parachute” compensation that may become vested and payable to the Company’s named executive officers in connection with the Merger (the “
Company Golden Parachute Proposal
”); and
 
 
(3)
to approve one or more adjournments of the Special Meeting to another date, time, place, or format, if necessary or appropriate, including to solicit additional proxies in favor of the proposal to approve the issuance of shares of Common Stock in connection with the Merger (the “
Company Adjournment Proposal
”).
 
Company Issuance Proposal
 
At the Special Meeting, the Company’s stockholders approved the Company Issuance Proposal. Set forth below are the final voting tallies from the Special Meeting relating to the Company Issuance Proposal:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
% of Votes For
(1)
 
% of Votes
Outstanding
(2)
186,439,272
 
1,056,029
 
308,806
 
0
 
99.27%
 
81.38%
 
(1)
Total “Votes For” as a percentage of the shares voted on the proposal.
(2)
Total “ Votes For” as a percentage of the total outstanding shares eligible to vote on the proposal.
 
Company Golden Parachute Proposal
 
At the Special Meeting, the Company’s stockholders did not approve the Company Golden Parachute Proposal. Set forth below are the final voting tallies from the Special Meeting relating to the Company Golden Parachute Proposal:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
% of Votes For
(3)
54,997,734
 
131,477,374
 
1,328,999
 
0
 
29.49%
 
Company Adjournment Proposal
 
At the Special Meeting, the Company’s stockholders approved the Company Adjournment Proposal. Set forth below are the final voting tallies from the Special Meeting relating to the Company Adjournment Proposal:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
% of Votes For
(3)
172,106,900
 
15,326,469
 
370,738
 
0
 
91.82%
 
(3)
Total “Votes For” as a percentage of the shares voted on the proposal.
 
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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 Trust of America, Inc.
       
Dated:
July 19, 2022
       By:  
/s/ Peter N. Foss
            Name: Peter N. Foss
            Title: Interim President and Chief Executive Officer
 
             
       
Healthcare Trust of America Holdings, LP
       
        By:  
Healthcare Trust of America, Inc.,
its General Partner
       
Dated:
July 19, 2022
       By:  
/s/ Peter N. Foss
            Name: Peter N. Foss
            Title: Interim President and Chief Executive Officer
 
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