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): August 18, 2016
MEDICAL PROPERTIES TRUST, INC.
(Exact Name of Registrant as Specified in Charter)
Commission File Number 001-32559
| Maryland | 20-0191742 | |
| (State or other jurisdiction of incorporation or organization ) |
(I. R. S. Employer Identification No.) |
| 1000 Urban Center Drive, Suite 501 Birmingham, AL |
35242 | |
| (Address of principal executive offices) | (Zip Code) |
(205) 969-3755
Registrant’s telephone number, including area code
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 Rule14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 18, 2016, the Board of Directors (‘the Board”) of Medical Properties Trust, Inc. (the “Company”) appointed Michael G. Stewart and C. Reynolds Thompson III, each as a director of the Company, effective August 18, 2016.
Mr. Stewart formerly worked with law firms Berkowitz, Lefkovits, Isom & Kushner (now Baker Donelson) and Constangy, Brooks & Smith having a law practice that encompassed corporate, healthcare, litigation, employment and labor. He has also served as Vice President and General Counsel of Complete Health Services, Inc. (later, United Healthcare of the South) and Executive Vice President and General Counsel of Medical Properties Trust. Throughout his professional career, he has provided private consulting services to physician groups and other healthcare providers. Additionally, Mr. Stewart is the author of four novels that have been published by G.P. Putnam’s Sons and Random House. He is a graduate of Auburn University with a Bachelor of Science degree in Business Administration with an emphasis in Information Systems and received his Juris Doctorate degree from the Cumberland School of Law at Samford University. The Company believes that Mr. Stewart’s legal background and extensive knowledge of healthcare will complement the Board with respect to its corporate governance and addressing various healthcare issues. Mr. Stewart has not been assigned to a committee of the Board at this time.
Mr. Thompson worked with Colonial Properties Trust from 1997 to 2013 serving as the company’s Senior Vice President, Office Division (1997-1998), Chief Investment Officer (1998-1999), Chief Operating Officer (1999-2006), Chief Executive Officer (2006-2008) and President/Chief Financial Officer (2008-2013). Prior to that, he worked for 12 years at Carr America Realty in the areas of acquisitions, development, and leasing and management of commercial properties. He began his career at SunTrust Bank, working in the Commercial Lending Department. Mr. Thompson has served in numerous organizations throughout his professional career and was formerly a member of the Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT). He is a graduate of Washington & Lee University with a Bachelor of Science degree with Special Attainments in Commerce. The Company believes that Mr. Thompson’s significant executive experience and deep understanding of all aspects of real estate investment trusts will assist the Board as the Company seeks to execute its business strategy. Mr. Thompson has not been assigned to a committee of the Board at this time.
Messrs. Stewart and Thompson will be compensated for their service as directors on the same basis as other non-employee directors of the Company. Compensation for the Company’s non-employee directors is described in the Company’s Definitive Proxy Statement for its 2016 Annual Meeting of Stockholders as filed with the Commission on April 29, 2016. As compensation for serving on the Company’s Board of Directors, each non-employee director receives a cash retainer and has annually been awarded restricted stock which vests over three years in equal quarterly amounts. The Company also reimburses its directors for reasonable expenses incurred in attending Board of Directors and committee meetings. The Company’s Compensation Committee may change the compensation of the Company’s non-employee directors at its discretion.
In connection with Messrs. Stewart’s and Thompson’s appointments to the Board of Directors, the Company expects to enter into its standard indemnification agreement in substantially the same form previously filed as an exhibit to the Company’s Registration Statement on Form S-11 filed with the Commission 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 Messrs. Stewart and Thompson against all losses and expenses incurred as a result of their current or past service to the Company. The agreement will also provide for the advancement of expenses in connection with a threatened, pending or completed action, suit or proceeding.
Other than the director compensation arrangements described above, there is not any arrangement or understanding between Messrs. Stewart and Thompson and any other persons pursuant to which they were selected as directors of the Company. Furthermore, the Company has not been since the beginning of the last fiscal year, and is not currently proposed to be, a participant in any related party transaction with Messrs. Stewart and Thompson within the meaning of Item 404(a) of Regulation S-K.
The Board of Directors has determined that Messrs. Stewart and Thompson qualify as independent directors under the New York Stock Exchange listing standards and the Company’s bylaws. In connection with these appointments, the Board of Directors also changed the size of the Board from seven to nine directors.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press release dated August 23, 2016 | |
2
SIGNATURE
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.
| MEDICAL PROPERTIES TRUST, INC. (Registrant) | ||
| By: |
/s/ R. Steven Hamner | |
| R. Steven Hamner | ||
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||
Date: August 23, 2016
3
INDEX TO EXHIBITS
| Exhibit Number |
Description | |
| 99.1 | Press release dated August 23, 2016 | |
4
Exhibit 99.1
|
|
Contact: Tim Berryman Director – Investor Relations Medical Properties Trust, Inc. (205) 969-3755 tberryman@medicalpropertiestrust.com |
MICHAEL G. STEWART AND C. REYNOLDS THOMPSON, III ELECTED TO
MEDICAL PROPERTIES TRUST’S BOARD OF DIRECTORS
Birmingham, AL – August 23, 2016 – Medical Properties Trust, Inc. (NYSE: MPW) has announced the election of Michael G. Stewart and C. Reynolds Thompson, III to its board of directors.
Stewart, presently a private investor and an attorney with broad healthcare experience, was Executive Vice President, General Counsel and Secretary of Medical Properties Trust from 2005 to 2010. He also is a published author with four novels to his credit.
Thompson is Chairman and Chief Investment Officer of Select Strategies Realty of Cincinnati, a privately held real estate company specializing in retail and mixed-use properties in the Southeast and Midwest.
A native of south Alabama, Stewart earned a B.S. in Business Administration from Auburn University and a J.D. from Samford University’s Cumberland School of Law. After practicing healthcare law for six years with two different Birmingham firms, he joined Complete Healthcare Services, Inc., a managed care company, serving as Vice President and General Counsel. He then guided Complete Health through its merger with United Healthcare, Inc., where he filled a similar role.
Mr. Stewart joined MPT in 2004 as General Counsel, working with the company’s three original founders to establish a strong foundation for the business. In January 2005, he was named Executive Vice President and General Counsel and played a key role in managing legal matters related to the company’s listing on the New York Stock Exchange in July of that year. Five years later, he left the company to pursue his writing interest.
A native of Greenville, Alabama, Thompson earned a B.S. degree with special attainments in Commerce from Washington & Lee University. Following graduation, he moved to Atlanta and began his career with SunTrust Bank, working in commercial lending. Two years later, he joined a private real estate company that was subsequently purchased by a publicly traded REIT, Carr America Realty. During his 12 years there, he handled progressively more responsible positions.
1
Mr. Thompson joined Birmingham-based Colonial Properties Trust in 1997. Over a 16-year career, he served Colonial as Chief Investment Officer, Chief Operating Officer, Chief Executive Officer and finally President and Chief Financial Officer, building the portfolio of this publicly traded REIT to more than $4 billion. He left the company in 2013 and joined Select Strategies Realty the following year. There he is responsible for investment activities and investment management services.
Mr. Thompson is a member of the Board of Visitors of the Culverhouse College of Business at the University of Alabama. He previously served on the Board of Governors of the National Association of Real Estate Investment Trusts, the Board of Directors of the Birmingham Business Alliance and United Way of Central Alabama.
“We are pleased to welcome Mike Stewart and Reynolds Thompson to the Board of Medical Properties Trust, Inc.,” said Edward K. Aldag, Jr., MPT’s Chairman, President and Chief Executive Officer.
“Both of these individuals bring tremendous talent to the board and their insights and experience in healthcare and in public companies will be welcomed as they help us guide MPT to new heights.”
About Medical Properties Trust, Inc.
Based in Birmingham, Medical Properties Trust, Inc. is a self-advised real estate investment trust (REIT) focusing exclusively on hospitals. In only 13 years, MPT has emerged as the leading source of real estate capital for hospitals, with investments in more than 200 facilities across the U.S. and Western Europe now approaching $6 billion.
Through innovative sale/leaseback arrangements that can lower a facility’s cost of capital, MPT helps hospitals finance facility improvements, technology upgrades and new construction. No other capital source knows hospitals better, from reimbursement requirements and the regulatory environment, to the myriad challenges hospitals face every day. And none is better positioned to help them create the right environment for delivering world class, value-based healthcare.
For more information, please visit the Company’s website at www.medicalpropertiestrust.com.
# # #
2