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Section 1: 8-K (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 9, 2019 (July 9, 2019)
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
 
(480) 998-3478
 
www.htareit.com
(Address of Principal Executive Offices
and Zip Code)
 
(Registrant’s telephone number,
including area code)

 
(Internet Address)


N/A
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common stock, $0.01 par value
HTA
New York Stock Exchange
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 9, 2019, Healthcare Trust of America, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) for the purpose of acting on the following three proposals properly brought before the meeting:
(1) the election of nine director nominees listed below, each to hold office until the 2020 Annual Meeting and until his or her successor is duly elected and qualifies;
(2) to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; and
(3) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
Election of Directors
At the Annual Meeting, the Company’s stockholders elected all the director nominees identified below to serve until the Annual Meeting in 2020 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
 
158,014,848
 
4,203,293
 
5,033,535
 
18,416,320
 
97%
W. Bradley Blair, II
 
124,612,261
 
42,449,682
 
189,733
 
18,416,320
 
75%
Vicki U. Booth
 
125,480,390
 
41,599,589
 
171,697
 
18,416,320
 
75%
Maurice J. DeWald
 
124,607,919
 
42,457,617
 
186,140
 
18,416,320
 
75%
Warren D. Fix
 
162,299,458
 
4,761,706
 
190,512
 
18,416,320
 
97%
Peter N. Foss
 
117,863,855
 
48,386,386
 
1,001,435
 
18,416,320
 
71%
Daniel S. Henson
 
165,985,065
 
1,081,941
 
184,670
 
18,416,320
 
99%
Larry L. Mathis
 
124,558,141
 
42,505,283
 
188,252
 
18,416,320
 
75%
Gary T. Wescombe
 
162,517,963
 
4,544,246
 
189,467
 
18,416,320
 
97%
* Note that % of “Votes For” excludes abstentions and broker non-votes, consistent with the Company’s charter.
Advisory Vote to Approve the Compensation of our Named Executive Officers
At the Annual Meeting, the Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s 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 the Company’s named executive officers:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
% of Votes For*
153,799,416
 
13,094,332
 
357,928
 
18,416,320
 
92%
* Note that % of “Votes For” excludes abstentions and broker non-votes, consistent with the Company’s charter.
Ratification of Auditors
At the Annual Meeting, the Company’s stockholders ratified the appointment of Deloitte & Touch LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. 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*
182,452,554
 
2,913,539
 
301,903
 
 
98%
* 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 9, 2019
By:
/s/ Scott D. Peters  
 
 
 
Name: Scott D. Peters
 
 
 
Title: Chief Executive Officer, President and Chairman
 



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