Current Report Filing (8-k)

 

 

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):  June 1, 2023

 

Healthcare Trust, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Maryland		001-39153		38-3888962
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

650 Fifth Avenue, 30th Floor New York, New York 10019

(Address, including zip code, of Principal Executive Offices)   Registrant’s telephone number, including area code: [phone]

 

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:

 

¨ 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 each exchange on  which registered:
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share		HTIA		The Nasdaq Global Market
7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share		HTIBP		The Nasdaq Global Market

 

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).

 

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. ¨

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The 2023 annual meeting of stockholders (the “Annual Meeting”) of Healthcare Trust, Inc. (the “Company”) was held on June 1, 2023, at which there were present, in person or by proxy, stockholders holding an aggregate of 54,563,843 shares of the Company’s common stock, out of a total number of 106,566,638 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting, representing approximately 51.2% of the shares entitled to be voted.

 

At the Annual Meeting, the Company’s stockholders: (i) re-elected Leslie D. Michelson and Edward M. Weil, Jr. as Class III directors to serve until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualify; (ii) ratified the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and (iii) approved, on a non-binding advisory basis, the compensation of the Company’s executive officers. The proposals are described in detail in the Company’s 2023 proxy statement. No other proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting. The final results of the matters voted on at the Annual Meeting are set forth below:

 

Proposal 1 - Election of Class III Directors

 

Nominee		For				Withhold				Broker Non-Votes
Leslie D. Michelson			16,113,602				2,934,358				35,515,883
Edward M. Weil, Jr.			16,109,236				2,938,724				35,515,883

 

Proposal 2 - Ratification of the Appointment of PwC as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023:

 

For

Against

Abstain

Broker Non-Votes

53,159,482

784,996

619,365

*

 

* No broker non-votes arose in connection with Proposal No. 2.

 

Proposal 3 - Non-Binding Advisory Vote on the Compensation of the Company’s Executive Officers:

 

For				Against				Abstain				Broker Non-Votes
	13,628,681				3,734,545				1,684,734				35,515,883

 

 

 

 

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, INC.
Date: June 5, 2023	By:	/s/ Scott M. Lappetito
		Scott M. Lappetito Chief Financial Officer, Secretary and Treasurer