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 21, 2007 (May 15, 2007)
HEALTHCARE REALTY TRUST INCORPORATED
(Exact Name of Registrant as Specified in Charter)
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| MARYLAND
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1-11852
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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.) |
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| 3310 West End Ave.
Suite 700 Nashville, Tennessee
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37203 |
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| (Address of principal executive offices)
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(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):
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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)) |
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| Item 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers |
On May 15, 2007, at the 2007 Annual Meeting of Shareholders of Healthcare Realty Trust
Incorporated (the “Company”), the Company’s Shareholders approved the Healthcare Realty Trust
Incorporated 2007 Employees Stock Incentive Plan (the “Incentive Plan”). The Incentive Plan permits
grants of restricted stock, restricted stock units and performance awards. The Incentive Plan
supersedes the Company’s 2003 Employees Restricted Stock
Incentive Plan and will continue to be in effect
until terminated by the Company’s board of directors.
The Incentive Plan is administered by the compensation committee of the Company’s board of
directors (the “Compensation Committee”). In administering the Incentive Plan, the Compensation
Committee will determine, among other things: (i) individuals to whom grants of awards will be
made; (ii) the type and size of awards; and (iii) the terms of an award which may include a vesting
schedule, restrictions or performance criteria, and deferral opportunity. The Compensation
Committee may also construe and interpret the Incentive Plan. All
employees of the Company, or any subsidiary, are eligible to receive
awards under the Incentive Plan, including the Company's principal
executive officer, principal financial officer, and other named
executive officers.
The Incentive Plan provides that 2,390,272 shares of Common Stock, in the aggregate, will be
available for the granting of awards under the Incentive Plan. The Common Stock subject to the
Incentive Plan will be authorized but unissued shares or issued shares that have been reacquired by
the Company.
Subject to the limitations of the Incentive Plan, the Compensation Committee may grant
restricted stock or restricted stock units to eligible employees. Restricted stock awards are
shares of Common Stock that are subject to restrictions on transfer
or other incidents of ownership
and forfeiture conditions which lapse based solely on continued employment with the Company for
specified periods or based on the achievement of specified performance standards, in either case,
as determined by the Compensation Committee.
The Compensation Committee may also grant performance awards to eligible employees. Each
performance award will specify the performance goals, performance period and the number of
performance units granted. The performance units will also be subject to such other restrictions
and conditions as the Compensation Committee deems appropriate.
The foregoing description of the Incentive Plan does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Incentive Plan, which is filed
as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The description of
the Incentive Plan in the Company’s proxy statement filed with the Securities and Exchange
Commission on April 4, 2007, under the heading “2007 Employees Stock Incentive Plan,” provides
additional detail about the Incentive Plan and is incorporated herein by reference.