Document


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 14, 2017 (July 12, 2017)
HEALTHCARE TRUST OF AMERICA, INC.
(Exact name of registrant as specified in its charter)

Maryland
 
001-35568
 
20-4738467
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
 
 
 
 
16435 N. Scottsdale Road, Suite 320
 
 
 
 
Scottsdale, Arizona
 
 
 
85254
(Address of principal executive offices)
 
 
 
(Zip Code)
(480) 998-3478
(Registrant’s telephone number, including area code)
Not Applicable
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
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): o

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. o





Item 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.






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.
 
Date: July 14, 2017
By:
/s/ Scott D. Peters  
 
 
 
Name: Scott D. Peters
 
 
 
Title: Chief Executive Officer, President and Chairman