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8-K
false000128786500012878652022-05-262022-05-26

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 26, 2022

 

 

Medical Properties Trust, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Maryland

001-32559

20-0191742

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1000 Urban Center Drive, Suite 501

 

Birmingham, Alabama

 

35242

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 205 969-3755

 

 

 

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common stock, par value $0.001 per share, of Medical Properties Trust, Inc

 

MPW

 

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 5.07 Submission of Matters to a Vote of Security Holders.

(a)
Medical Properties Trust, Inc.'s (the "Company") annual meeting of stockholders was held on May 26, 2022.
(b)
All of the proposals considered at the annual meeting were approved, including the election of all director nominees. Set forth below are the final voting results for each matter voted upon, including the number of votes that were cast for and against each nominee or proposal, and the number of abstentions and broker non-votes, as applicable.

 

Proposal 1: The election of nine directors to the board of directors of the Company, to serve until the next annual meeting of stockholders in 2023 or until their respective successors are elected and qualify:

 

Nominee:

 

For:

 

Against:

 

Abstentions:

 

Broker Non-Votes:

Edward K. Aldag, Jr.

 

  427,731,279

 

  15,019,597

 

  7,463,355

 

  69,372,634

G. Steven Dawson

 

  395,056,934

 

  52,834,136

 

  2,323,161

 

  69,372,634

R. Steven Hamner

 

  417,321,693

 

  30,566,525

 

  2,326,013

 

  69,372,634

Caterina A. Mozingo

 

  446,058,422

 

  1,870,000

 

  2,285,809

 

  69,372,634

Emily W. Murphy

 

  446,131,986

 

  1,785,920

 

  2,296,325

 

  69,372,634

Elizabeth N. Pitman

 

  441,020,580

 

  6,904,773

 

  2,288,878

 

  69,372,634

D. Paul Sparks, Jr.

 

  440,778,386

 

  7,100,592

 

  2,335,253

 

  69,372,634

Michael G. Stewart

 

  434,026,236

 

  13,860,150

 

  2,327,844

 

  69,372,635

C. Reynolds Thompson, III

 

  432,495,535

 

  11,523,899

 

  6,194,797

 

  69,372,634

 

Proposal 2: The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022:

 

For:

 

Against:

 

Abstentions:

 

Broker Non-Votes:

  508,101,736

 

  5,398,606

 

  6,086,485

 

  38

 

Proposal 3: The approval of a non-binding, advisory resolution approving named executive officer compensation:

 

For:

 

Against:

 

Abstentions:

 

Broker Non-Votes:

  413,612,866

 

  34,578,475

 

  2,022,889

 

  69,372,635

Proposal 4: The approval of the Company's Amended and Restated 2019 Equity Incentive Plan:

 

For:

 

Against:

 

Abstentions:

 

Broker Non-Votes:

  433,521,808

 

  14,907,958

 

  1,784,464

 

  69,372,635

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number

 

 

Description

 

104

 

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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 thereunto duly authorized.

 

 

 

MEDICAL PROPERTIES TRUST, INC.

 

 

 

 

Date:

May 27, 2022

By:

/s/ R. Steven Hamner

 

 

 

R. Steven Hamner, Executive Vice President and Chief Financial Officer