UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 13, 2020 (May 12, 2020)


HEALTHCARE REALTY TRUST INCORPORATED
(Exact Name of Registrant as Specified in Charter)

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)
(615) 269-8175
(Registrant's telephone number, including area code)

Not Applicable
(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
Name of each exchange on which registered
Common stock, $0.01 par value per share
HR
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 (see General Instruction A.2. below):

    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))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
Healthcare Realty Trust Incorporated (the "Company") held its Annual Meeting of Shareholders on May 12, 2020. At the Annual Meeting, there were present in person or by proxy 119,416,199.517 shares of the Company’s common stock, representing approximately 88.51% of the total outstanding eligible votes. The proposals considered at the Annual Meeting were voted on as follows:

1.
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

Percent Voting For (1)
Todd J. Meredith
114,803,823.875

567,403.642

4,044,972.000

99.51%
John V. Abbott
114,801,765.794

569,461.723

4,044,972.000

99.51%
Nancy H. Agee
114,603,698.794

767,528.723

4,044,972.000

99.33%
Edward H. Braman
113,619,596.794

1,751,630.723

4,044,972.000

98.48%
James J. Kilroy
114,839,124.794

532,102.723

4,044,972.000

99.54%
Peter F. Lyle, Sr.
114,807,823.794

563,403.723

4,044,972.000

99.51%
John Knox Singleton
104,887,120.794

10,484,106.723

4,044,972.000

90.91%
Bruce D. Sullivan
104,156,508.794

11,214,718.723

4,044,972.000

90.28%
Christann M. Vasquez
113,845,142.794

1,526,084.723

4,044,972.000

98.68%
(1) Total "For" votes as a percentage of the shares voted on the proposal.

2.
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, 2020, by the following vote:
Votes Cast in Favor
Votes Cast Against
Abstentions
Broker Non-Votes
Percent Voting For (1)
117,843,515.234
1,494,491.826
78,192.457
98.75%
(1) Total "For" votes as a percentage of the shares voted on the proposal.

3.
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
Percent Voting For (1)
113,395,594.818
1,841,286.447
134,346.252
4,044,972.000
98.40%
(1) Total "For" votes as a percentage of the shares voted on the proposal.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)








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 REALTY TRUST INCORPORATED
 
By:
/s/ J. Christopher Douglas
 
 
J. Christopher Douglas
 
 
Executive Vice President - Chief Financial Officer
May 13, 2020