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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)
         
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)
(615) 269-8175
 
(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 (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.
                         
    Votes For   Votes Withheld   Broker Non-Votes
David R. Emery
    56,439,315       1,944,235       6,455,405  
Batey M. Gresham, Jr.
    56,498,263       1,885,287       6,455,405  
Dan S. Wilford
    57,111,321       1,272,229       6,455,405  
     The following Class 1 and Class 2 directors continued in office following the meeting:
         
    Term Expires
Charles Raymond Fernandez, M.D.
    2012  
Errol L. Biggs, Ph. D.
    2012  
Bruce D. Sullivan
    2012  
Edwin B. Morris, III
    2013  
John Knox Singleton
    2013  
Roger O. West
    2013  
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:
             
Votes Cast in Favor   Votes Cast Against   Abstentions   Broker Non-Votes
64,625,352
  126,794   86,809   0
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
38,827,995   19,355,139   201,216   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:
                 
Votes for 1 Year   Votes for 2 Years   Votes for 3 Years   Abstentions   Broker Non-Votes
47,095,207   358,783   10,784,689   144,871   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.
         
  HEALTHCARE REALTY TRUST INCORPORATED
 
 
  By:   /s/ Scott W. Holmes    
    Scott W. Holmes   
    Executive Vice President and Chief Financial Officer   
Date: May 20, 2011