HTA 2014.07.09 8-K 5.07


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, 2014 (July 9, 2014)
HEALTHCARE TRUST OF AMERICA, INC.
(Exact name of registrant as specified in its charter)

Maryland
 
001-35568
 
20-4738467
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation)
 
File Number)
 
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))







Item 5.07
Submission of Matters to a Vote of Security Holders.
On July 9, 2014, 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 the following individuals to the Company’s board of directors: Scott D. Peters, W. Bradley Blair, II, Maurice J. DeWald, Warren D. Fix, Larry L. Mathis, Steve W. Patterson 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; and
(3) 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, 2014.
Election of Directors
At the Annual Meeting, our stockholders elected all the director nominees identified above to serve until the Annual Meeting in 2015 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
 
137,663,637
 
342,966
 
2,957,462
 
74,779,271
 
100%
W. Bradley Blair, II
 
139,271,538
 
685,695
 
1,006,832
 
74,779,271
 
100%
Maurice J. DeWald
 
139,385,249
 
712,333
 
866,483
 
74,779,271
 
99%
Warren D. Fix
 
133,961,996
 
5,055,247
 
1,946,822
 
74,779,271
 
96%
Larry L. Mathis
 
139,548,002
 
410,326
 
1,005,737
 
74,779,271
 
100%
Steve W. Patterson
 
139,718,261
 
353,909
 
891,895
 
74,779,271
 
100%
Gary T. Wescombe
 
139,432,958
 
667,974
 
863,133
 
74,779,271
 
100%
* 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 the compensation of our named executive officers. Set forth below are the final voting tallies from the Annual Meeting relating to such approval of the compensation of our named executive officers:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
% of Votes For*
120,576,721
 
19,204,137
 
1,183,207
 
74,779,271
 
86%
* Note that % of “Votes For” excludes abstentions and broker non-votes, consistent with the Company’s charter.
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, 2014. 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*
213,618,658
 
1,141,710
 
982,968
 
—
 
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 9, 2014 
By:
/s/ Scott D. Peters  
 
 
 
Name: Scott D. Peters
 
 
 
Title: Chief Executive Officer, President and Chairman