hta-202406250001360604False00013606042024-06-252024-06-25
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 25, 2024 (June 25, 2024)
Healthcare Realty Trust Incorporated
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | | | | | | | | | | |
| Maryland | | 001-35568 | | 20-4738467 | |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) | |
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| 3310 West End Avenue, Suite 700 | Nashville, | Tennessee | 37203 | | | | (615) | 269-8175 | | | |
| (Address of Principal Executive Office and Zip Code) | | | (Registrant’s telephone number, including area code) | | |
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www.healthcarerealty.com |
| (Internet address) |
(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 |
| Class A 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: | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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): 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.
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Election of Directors
Effective June 25, 2024, the Board of Directors (the “Board”) of Healthcare Realty Trust Incorporated (the “Company”) increased the size of the Board to 12 directors and, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Thomas N. Bohjalian to serve as a director. Mr. Bohjalian, like the other members of the Board, will serve as a director until the Company’s next annual meeting of stockholders and until his successor is duly elected and qualified. The Board determined that Mr. Bohjalian qualifies as an independent director under the New York Stock Exchange listing standards and the applicable requirements of the Securities and Exchange Commission (the “SEC”). Mr. Bohjalian was appointed to serve on the Board’s newly-formed Capital Allocation Committee. Other potential committee assignments for Mr. Bohjalian will be addressed by the Board at a later time.
Mr. Bohjalian will participate in the compensation arrangements for non-employee directors described in the Company's proxy statement for the 2024 annual meeting of stockholders filed with the SEC on April 9, 2024, including receiving an initial award of restricted stock.
Mr. Bohjalian is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Bohjalian and any other persons pursuant to which he was selected as a director.
Item 7.01 Regulation FD Disclosure.
On June 25, 2024, the Company issued a press release announcing the appointment of Mr. Bohjalian to the Board. The press release is furnished herewith as Exhibit 99.1 and is incorporated into this item by reference.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. | | | | | |
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| 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. | | | | | | | | | | | |
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| | Healthcare Realty Trust Incorporated | |
| Date: June 25, 2024 | By: | /s/ J. Christopher Douglas | |
| | | Name: J. Christopher Douglas | |
| | | Title: Executive Vice President - Chief Financial Officer | |
bohjalianpressrelease625
— Healthcare Realty Trust Incorporated (NYSE:HR) today announced the appointment of Thomas N. Bohjalian to its Board of Directors, effective June 25, 2024. Mr. Bohjalian, whom the board has determined to be independent, has also been appointed to the board’s newly formed Capital Allocation Committee. Mr. Bohjalian brings over 30 years of real estate and finance experience to Healthcare Realty. Since December 2021, he has been a member of Apartment Income REIT Corporation’s Board of Directors, serving on the Audit, Compensation and Human Resources, and Governance and Corporate Responsibility Committees. Mr. Bohjalian is also currently a Senior Real Estate Advisor to BeyondView, which provides interactive visualization software for real estate and other industries. Previously, Mr. Bohjalian spent 20 years at Cohen & Steers, where he was Executive Vice President, Senior Portfolio Manager and the Head of U.S. Real Estate and Trading departments, where he was responsible for investment decisions for $40 billion of the firm’s assets and setting the strategic direction and objectives of the firm’s real estate investment funds. Mr. Bohjalian is a Chartered Financial Analyst, a member of the New York Society of Security Analysts and a graduate of Northeastern University, receiving a B.S. in Business Administration and M.B.A. “We are pleased to welcome Tom to Healthcare Realty’s Board of Directors. He is a highly respected leader in investment management with deep real estate expertise,” stated Knox Singleton, Chairman. “Tom will bring additional investment experience and perspective to the board and strengthen our capital allocation expertise.” “Tom’s strong track record managing real estate investment funds will be invaluable as we continue to execute on our capital allocation priorities, gain operational momentum, and accelerate financial performance,” commented Todd Meredith, President and CEO. Ferguson Partners, a firm specializing in board and executive recruitment in the REIT industry, advised the Board of Directors on this appointment. About Healthcare Realty Healthcare Realty is a real estate investment trust (REIT) that owns and operates medical outpatient buildings primarily located around market-leading hospital campuses. The Company selectively grows its portfolio through property acquisition and development. As the first and largest REIT to specialize in medical outpatient buildings,
Healthcare Realty’s portfolio includes nearly 700 properties totaling over 40 million square feet concentrated in 15 growth markets. Additional information regarding the Company can be found at www.healthcarerealty.com. Ron Hubbard Vice President, Investor Relations P: 615.269.8290 In addition to the historical information contained within, the matters discussed in this press release may contain forward-looking statements that involve risks and uncertainties. These risks are discussed in filings with the Securities and Exchange Commission by Healthcare Realty, including its Annual Report on Form 10-K for the year ended December 31, 2023 under the heading “Risk Factors,” and in its Quarterly Reports filed thereafter and in the Company’s other SEC filings. Forward-looking statements represent the Company’s judgment as of the date of this release. The Company disclaims any obligation to update forward-looking statements.