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Section 1: 8-K (8-K)

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): March 18, 2019 (March 13, 2019)
HEALTHCARE TRUST OF AMERICA, INC.
HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
(Exact name of registrant as specified in its charter)

Maryland
 
001-35568
 
20-4738467
Delaware
 
333-190916
 
20-4738347
(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):
Healthcare Trust of America, Inc.
Emerging growth company o
Healthcare Trust of America Holdings, LP
Emerging growth company 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.
Healthcare Trust of America, Inc.
o
 
 
Healthcare Trust of America Holdings, LP
o
 
 





Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements with Certain Officers.
On March 13, 2019, the Compensation Committee of the Board of Directors of Healthcare Trust of America, Inc. (the “Company”) recommended, and the Company’s Board of Directors approved, an extension of the term of the Company’s employment agreements (the “Employment Agreements”) with each of Scott D. Peters, the Company’s Chief Executive Officer, President and Chairman, Robert A. Milligan, the Company’s Chief Financial Officer, Secretary and Treasurer, and Amanda L. Houghton, the Company’s Executive Vice President - Asset Management, pursuant to a letter agreement with each executive dated March 18, 2019 (the “Letter Agreements”), such that the terms of Messrs. Peters’ and Milligan’s Employment Agreements will be extended through March 13, 2023 and the term of Ms. Houghton’s Employment Agreement will be extended through March 13, 2022. In all other respects, the existing terms of each Employment Agreement continue in effect.
Copies of the Letter Agreements are filed herewith as Exhibits 10.1, 10.2 and 10.3.

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
10.1
10.2
10.3





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
 
Healthcare Trust of America, Inc. 
 
Date: March 18, 2019
By:
/s/ Scott D. Peters  
 
 
 
Name: Scott D. Peters
 
 
 
Title: Chief Executive Officer, President and Chairman
 

 
Healthcare Trust of America Holdings, LP
 
 
 
 
 
 
By:
Healthcare Trust of America, Inc.,
 
 
 
its General Partner
 
 
 
 
 
Date: March 18, 2019
By:
/s/ Scott D. Peters  
 
 
 
Name: Scott D. Peters
 
 
 
Title: Chief Executive Officer, President and Chairman
 



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Section 2: EX-10.1 (EXHIBIT 10.1)

Exhibit


Exhibit 10.1
397153502_bestinclasslogo.jpg


March 18, 2019

Mr. Scott D. Peters
c/o Healthcare Trust of America, Inc.
16435 North Scottsdale Road, Suite 320
Scottsdale, AZ 85254

Re:
Extension of Amended and Restated Employment Agreement

Dear Scott:

Reference is made to that certain Amended and Restated Employment Agreement between you and Healthcare Trust of America, Inc. (the “Company”), dated as of July 8, 2016 and subsequently amended on July 14, 2017 (the “Employment Agreement”). This letter is to confirm our agreement that the term of the Employment Agreement (as provided in Section 2 of the Employment Agreement) will be extended so that the Expiration Date (as defined in the Employment Agreement) will be March 13, 2023 (such term being subject to earlier termination as provided in Section 7 of the Employment Agreement).
Except as expressly set forth herein, the Employment Agreement shall remain in full force and effect in accordance with its current terms. This letter may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
If this letter accurately sets forth our mutual understanding with respect to the foregoing matters, please indicate your acceptance by signing this letter and returning it to the undersigned. This letter shall be a binding agreement between the Company and you. A duplicate copy of this letter is included for your records.
                    Healthcare Trust of America, Inc.
By: /s/ Robert A. Milligan
Its: Chief Financial Officer

Accepted and Agreed:

/s/ Scott D. Peters
Scott D. Peters

Date: March 18, 2019


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Section 3: EX-10.2 (EXHIBIT 10.2)

Exhibit


Exhibit 10.2
397153502_bestinclasslogo.jpg


March 18, 2019

Mr. Robert A. Milligan
c/o Healthcare Trust of America, Inc.
16435 North Scottsdale Road, Suite 320
Scottsdale, AZ 85254

Re:
Extension of Amended and Restated Employment Agreement

Dear Robert:

Reference is made to that certain Amended and Restated Employment Agreement between you and Healthcare Trust of America, Inc. (the “Company”), dated as of July 8, 2016 and subsequently amended on July 14, 2017 (the “Employment Agreement”). This letter is to confirm our agreement that the term of the Employment Agreement (as provided in Section 2 of the Employment Agreement) will be extended so that the Expiration Date (as defined in the Employment Agreement) will be March 13, 2023 (such term being subject to earlier termination as provided in Section 7 of the Employment Agreement).
Except as expressly set forth herein, the Employment Agreement shall remain in full force and effect in accordance with its current terms. This letter may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
If this letter accurately sets forth our mutual understanding with respect to the foregoing matters, please indicate your acceptance by signing this letter and returning it to the undersigned. This letter shall be a binding agreement between the Company and you. A duplicate copy of this letter is included for your records.
                    Healthcare Trust of America, Inc.
By: /s/ Scott D. Peters
Its: Chief Executive Officer, President and Chairman

Accepted and Agreed:

/s/ Robert A. Milligan
Robert A. Milligan

Date: March18, 2019


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Section 4: EX-10.3 (EXHIBIT 10.3)

Exhibit


Exhibit 10.3
397153502_bestinclasslogo.jpg


March 18, 2019

Ms. Amanda L. Houghton
c/o Healthcare Trust of America, Inc.
16435 North Scottsdale Road, Suite 320
Scottsdale, AZ 85254

Re:
Extension of Amended and Restated Employment Agreement

Dear Amanda:

Reference is made to that certain Amended and Restated Employment Agreement between you and Healthcare Trust of America, Inc. (the “Company”), dated as of July 8, 2016 and subsequently amended on July 14, 2017 (the “Employment Agreement”). This letter is to confirm our agreement that the term of the Employment Agreement (as provided in Section 2 of the Employment Agreement) will be extended so that the Expiration Date (as defined in the Employment Agreement) will be March 13, 2022 (such term being subject to earlier termination as provided in Section 7 of the Employment Agreement).
Except as expressly set forth herein, the Employment Agreement shall remain in full force and effect in accordance with its current terms. This letter may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
If this letter accurately sets forth our mutual understanding with respect to the foregoing matters, please indicate your acceptance by signing this letter and returning it to the undersigned. This letter shall be a binding agreement between the Company and you. A duplicate copy of this letter is included for your records.
                    Healthcare Trust of America, Inc.
By: /s/ Scott D. Peters
Its: Chief Executive Officer, President and Chairman


Accepted and Agreed:

/s/ Amanda L. Houghton
Amanda L. Houghton

Date: March 18, 2019


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