UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 18, 2020, Medical Properties Trust, Inc. (the “Company”) announced that the board of directors (the “Board”) of the Company has elected Caterina Ardon Mozingo, CPA, PFS, as a member of the Board effective immediately. With the appointment of Ms. Mozingo, the Board now consists of eight directors. The Board determined that Ms. Mozingo qualifies as an independent director under the independence standards set forth in the rules and regulations of the Securities and Exchange Commission (“SEC”) and the applicable listing standards of the New York Stock Exchange. Ms. Mozingo has not currently been appointed to any committees of the Board.
Ms. Mozingo will be compensated for her service as a director on the same basis as other non-employee directors of the Company. The compensation of non-employee directors is described in the Definitive Proxy Statement on Schedule 14A of the Company for its 2019 Annual Meeting of Stockholders, filed with the SEC on April 26, 2019. As compensation for serving on the Board, each non-employee director receives a cash retainer and is annually awarded restricted stock that vests over three years in equal quarterly amounts. The Company also reimburses its directors for reasonable expenses incurred in attending Board and committee meetings. The compensation committee of the Board may change the compensation of non-employee directors at its discretion.
In connection with her appointment to the Board, the Company expects to enter into a standard indemnification agreement with Ms. Mozingo in substantially the same form as previously filed as an exhibit to the Registration Statement on Form S-11 filed with the SEC on October 26, 2004, as amended (File No. 333-119957). The indemnification agreement will generally provide that the Company will, to the fullest extent permitted by Maryland law, indemnify and defend Ms. Mozingo against all losses and expenses incurred as a result of her current or past service to the Company. The indemnification agreement will also provide for the advancement of expense in connection with a threatened, pending or completed action, suit or proceeding.
Other than the compensation and indemnification arrangements described above, there are no arrangements or understandings between Ms. Mozingo and any other persons pursuant to which she was selected as director of the Company. Additionally, there are no transactions involving the Company and Ms. Mozingo that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
| Item 7.01. | Regulation FD Disclosure. |
On February 18, 2020, the Company issued a press release announcing Ms. Mozingo’s election to the Board, as described above under Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information contained in this Item 7.01 and exhibits thereto is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing under the Securities Act of 1933, as amended (“Securities Act”) or the Exchange Act, or otherwise subject to the liabilities of Sections 11 and 12 (a)(2) of the Securities Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |||
| 99.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
| MEDICAL PROPERTIES TRUST, INC. | ||
| By: |
/s/ R. Steven Hamner | |
| Name: |
R. Steven Hamner | |
| Title: |
Executive Vice President and Chief Financial Officer | |
Date: February 21, 2020
3
Exhibit 99.1
| Contact: Tim Berryman |
| Director – Investor Relations |
| Medical Properties Trust, Inc. |
| (205) 969-3755 tberryman@medicalpropertiestrust.com |
CATERINA A. MOZINGO ELECTED TO THE BOARD OF DIRECTORS OF MEDICAL PROPERTIES TRUST
Birmingham, AL – February 18, 2020 – Medical Properties Trust, Inc. (the “Company” or “MPT”) (NYSE: MPW) has announced the election of Caterina Ardon Mozingo, CPA, PFS, to its Board of Directors. Mozingo is a Tax Partner with the CPA firm, Aldridge, Borden & Company, PC.
“Caterina has consulted corporations in different industries, including real estate and healthcare, throughout her 29-year career in public accounting and we are delighted to have her join our board,” said Edward K. Aldag, Jr., MPT’s Chairman, President and Chief Executive Officer. “MPT seeks a diversity of backgrounds, talents and experiences on its board and we are confident that Caterina’s tax expertise will prove valuable as we strive to be an industry leader in good corporate governance.”
A native of Costa Rica, Mozingo graduated summa cum laude from the University of Alabama in Commerce and Business Administration before earning a Master of Tax Accounting degree. She began her career in public accounting with Coopers & Lybrand, LLP where she provided tax consulting services to for-profit and not-for-profit clients including publicly traded and privately held entities. She joined Aldridge, Borden & Company, PC in 1995 and now serves as Tax Partner. Her professional experience includes a broad range of tax consulting and compliance services for businesses, individuals, fiduciaries and tax-exempt entities.
Mozingo is a member of the American Institute of CPA’s and the Alabama Society of CPA’s where she serves on the State Taxation Committee. She also serves on the Board of Directors of the University of Alabama Federal Tax Clinic where she is President Elect (2021) and has served as Scholarship Chair and Exhibitor Chair. She has served on the University of Alabama’s Culverhouse School of Accountancy Professional Advisory Board. Additionally, she has served the Troy University School of Accountancy as a Practitioner in the Classroom and been inducted into the School’s Accounting Hall of Honor.
Fluent in Spanish, Mozingo is active in the Montgomery community having served on the Boards of Directors of Leadership Montgomery as Treasurer, Landmarks Foundation as Treasurer, Catholic Social Services as Vice President and the Montgomery Estate Planning Council. She currently serves on the Advisory Board for Clefworks.
About Medical Properties Trust, Inc.
Medical Properties Trust, Inc. is a self-advised real estate investment trust formed in 2003 to acquire and develop net-leased hospital facilities. From its inception in Birmingham, Alabama, the Company has grown to become one of the world’s largest owners of hospitals with 389 facilities and more than 41,000 licensed beds in eight countries and across three continents. MPT’s financing model facilitates acquisitions and recapitalizations and allows operators of hospitals to unlock the value of their real estate assets to fund facility improvements, technology upgrades and other investments in operations. For more information, please visit the Company’s website at www.medicalpropertiestrust.com.
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