MARYLAND | 001-11852 | 62-1507028 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
3310 West End Avenue, Suite 700, Nashville, Tennessee 37203 |
(Address of principal executive offices) (Zip Code) |
¨ | 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)) |
1. | The shareholders approved the Charter Amendment to declassify the Company’s board of directors by the following vote: |
Votes Cast in Favor | Votes Cast Against | Abstentions | Broker Non-Votes |
80,904,651.044 | 122,743.057 | 52,615.261 | 5,387,295.00 |
2. | The following individuals were elected to serve as directors for one-year terms or until their successors have been elected and take office. |
Votes For | Votes Withheld | Broker Non-Votes | ||||
David R. Emery | 79,542,841.699 | 1,537,167.663 | 5,387,295.00 | |||
Errol L. Biggs, Ph.D. | 80,365,175.946 | 714,833.416 | 5,387,295.00 | |||
Charles Raymond Fernandez, M.D. | 80,138,974.827 | 941,034.535 | 5,387,295.00 | |||
Edwin B. Morris III | 80,359,723.017 | 720,286.345 | 5,387,295.00 | |||
John Knox Singleton | 80,140,010.827 | 939,998.535 | 5,387,295.00 | |||
Bruce D. Sullivan, CPA | 80,391,868.827 | 688,140.535 | 5,387,295.00 | |||
Roger O. West, CPA | 80,546,878.770 | 533,130.592 | 5,387,295.00 | |||
Dan S. Wilford | 77,168,858.017 | 3,911,151.345 | 5,387,295.00 |
3. | The shareholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015, by the following vote: |
Votes Cast in Favor | Votes Cast Against | Abstentions | Broker Non-Votes |
86,051,364.169 | 373,381.193 | 42,559.00 | — |
4. | The shareholders approved, on a non-binding advisory basis, the Company’s compensation of its executive officers by the following vote: |
Votes Cast in Favor | Votes Cast Against | Abstentions | Broker Non-Votes |
79,247,325.442 | 1,053,713.714 | 778,970.206 | 5,387,295.00 |
5. | The shareholders approved the Healthcare Realty Trust Incorporated 2015 Stock Incentive Plan by the following vote: |
Votes Cast in Favor | Votes Cast Against | Abstentions | Broker Non-Votes |
78,125,712.496 | 2,846,998.227 | 107,298.639 | 5,387,295.00 |
HEALTHCARE REALTY TRUST INCORPORATED By: /s/ Scott W. Holmes | |||
Scott W. Holmes | |||
Executive Vice President and Chief Financial Officer | |||
Date: May 13, 2015 |
1. | Article III, Section 3.2 is hereby amended and restated to read as follows: |
2. | Article III, Section 3.3 is hereby amended and restated to read as follows: |
3. | Article III, Section 3.8 is hereby amended and restated to read as follows: |