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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 20, 2011 (May 17, 2011)
HEALTHCARE REALTY TRUST INCORPORATED
(Exact Name of Registrant as Specified in Charter)
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| MARYLAND
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001-11852
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62-1507028 |
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(State or other
jurisdiction
of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
3310 West End Avenue, Suite 700, Nashville, Tennessee 37203
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(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 (see General
Instruction A.2. below):
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
The Company held its Annual Meeting of Shareholders on May 17, 2011. At the Annual Meeting,
there were present in person or by proxy 64,838,955 shares of the Company’s common stock,
representing approximately 93.64% 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 Class 3 directors for three-year terms or
until their successors have been elected and take office.
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
David R. Emery |
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56,439,315 |
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1,944,235 |
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6,455,405 |
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Batey M. Gresham, Jr. |
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56,498,263 |
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1,885,287 |
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6,455,405 |
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Dan S. Wilford |
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57,111,321 |
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1,272,229 |
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6,455,405 |
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The following Class 1 and Class 2 directors continued in office following the meeting:
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Term Expires |
Charles Raymond Fernandez, M.D. |
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2012 |
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Errol L. Biggs, Ph. D. |
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2012 |
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Bruce D. Sullivan |
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2012 |
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Edwin B. Morris, III |
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2013 |
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John Knox Singleton |
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2013 |
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Roger O. West |
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2013 |
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2. The shareholders ratified the appointment of BDO USA, LLP as the Company’s independent
registered public accounting firm for the fiscal year ended December 31, 2011, by the
following vote:
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| Votes Cast in Favor |
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Votes Cast Against |
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Abstentions |
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Broker Non-Votes |
64,625,352
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126,794
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86,809
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0 |
3. The shareholders approved, on a non-binding advisory basis, the Company’s compensation of
its executive officers by the following vote:
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| Votes Cast in Favor |
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Votes Cast Against |
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Abstentions |
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Broker Non-Votes |
| 38,827,995
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19,355,139
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201,216
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6,454,605 |
4. The shareholders selected, on a non-binding advisory basis, a one-year frequency for
non-binding advisory votes on executive compensation by the following vote:
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| Votes for 1 Year |
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Votes for 2 Years |
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Votes for 3 Years |
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Abstentions |
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Broker Non-Votes |
| 47,095,207
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358,783
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10,784,689
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144,871
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6,455,405 |
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
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By: |
/s/ Scott W. Holmes
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Scott W. Holmes |
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Executive Vice President and Chief Financial
Officer |
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Date: May 20, 2011