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
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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. |
On February 17, 2022, the board of directors (the “Board”) of Medical Properties Trust, Inc. (the “Company”), upon unanimous recommendation of the Ethics, Nominating and Corporate Governance Committee of the Board, appointed Emily W. Murphy as a member of the Board effective as of the same day. With the appointment of Ms. Murphy, the Board now consists of nine directors. The Board determined that Ms. Murphy 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. Murphy has not currently been appointed to any committees of the Board. The Board expects to nominate Ms. Murphy for re-election at the Company’s annual meeting of stockholders to be held on May 26, 2022.
Ms. Murphy 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 2021 Annual Meeting of Stockholders, filed with the SEC on April 26, 2021. 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. Murphy 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. Murphy 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. Murphy 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. Murphy 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 23, 2022, the Company issued a press release announcing Ms. Murphy’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 | Press release dated February 23, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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 23, 2022
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Exhibit 99.1
Contact: Drew Babin, CFA, CMA
Senior Managing Director of Corporate Communications
Medical Properties Trust, Inc.
(646) 884-9809
dbabin@medicalpropertiestrust.com
EMILY W. MURPHY APPOINTED TO THE BOARD OF DIRECTORS OF MEDICAL PROPERTIES TRUST
Birmingham, AL – February 23, 2022 – Medical Properties Trust, Inc. (the “Company” or “MPT”) (NYSE: MPW) today announced the appointment of Emily W. Murphy to its Board of Directors. Currently, Ms. Murphy is a Senior Fellow with the Center for Government Contracting at George Mason University Business School, serves on the Boards of Advisors for Skillstorm and Vita Inclinata, works with high growth companies as a coach with CEO Coaching International, and consults with government contractors. Ms. Murphy was appointed as an independent member of MPT’s Board of Directors based on the unanimous recommendation of MPT’s Ethics, Nominating and Corporate Governance Committee. With the appointment of Ms. Murphy, MPT’s Board of Directors has increased to a total of nine members. MPT expects that Ms. Murphy will be nominated for re-election at the Company’s annual meeting of stockholders to be held on May 26, 2022.
“We are pleased to add Emily’s superb understanding of transactional law and her deep experience managing the growth of large organizations to our board,” said Edward K. Aldag, Jr., MPT’s Chairman, President and Chief Executive Officer. “MPT continues to add to the diversity of backgrounds, talents, and experiences on its board as it strives to be an industry leader in good corporate governance.”
Ms. Murphy is a leading expert in government contracting and the business of government. She served as Administrator of the U.S. General Services Administration (“GSA”) from 2017 to 2021, leading a workforce of more than 11,000 federal employees and overseeing 371 million square feet of office space and $75 billion in annual contracts. Under her leadership, GSA significantly increased its sales and revenues, saved customer agencies more than $20 billion, and recorded the highest customer, vendor, and employee satisfaction scores in the history of the agency.
Before her service as the GSA Administrator, Ms. Murphy was GSA’s first Chief Acquisition Officer during the administration of President George W. Bush, where she was responsible for more than $40 billion in acquisition programs. Prior to this, she served at the U.S. Small Business Administration as the Senior Advisor for Government Contracting and Business Development and as Acting Associate Administrator for Government Contracting. In addition to her senior roles in the Executive Branch, Ms. Murphy spent nine years serving in various procurement policy and leadership roles for the House of Representatives, including Counsel and Professional Staff Member to the Committee on Armed Services and Senior Counsel and Policy Director for the Committee on Small Business.
In the private sector, Ms. Murphy was the General Counsel and Vice President for Operations for TerreStar National Services, Inc., a wholly owned subsidiary of TerreStar Networks, and practiced government contracts law with the firm of Wiley, Rein & Fielding (now Wiley). She is a graduate of the University of Virginia School of Law and Smith College and is a member of the Young Presidents Organization, the Economic Club of Washington, D.C., and the Chief Executives Organization.
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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 roughly 440 facilities and 46,000 licensed beds (on a pro forma basis) in nine countries and across four 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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