NASHVILLE, Tenn., Feb. 25, 2019 (GLOBE NEWSWIRE) -- Healthcare Realty Trust Incorporated (HR) today announced corporate governance changes adopted on February 12, 2019 by its Board of Directors, as described below.
Election to Opt Out of MUTA Provisions
The Board of Directors approved a resolution prohibiting the Company from electing to be subject to Section 3-803 of Subtitle 8 of Title 3 of the Maryland General Corporation Law (“MGCL”), commonly referred to as the “Maryland Unsolicited Takeover Act” or “MUTA.” MUTA contains statutory provisions that allow a board, without stockholder approval, to elect to classify into three classes with staggered three-year terms. By adopting this resolution, the Board of Directors is prohibited from electing to classify into three classes without first obtaining stockholder approval. In accordance with Sections 3-802(c) and 3-802(d) of the MGCL, on February 12, 2019, the Company filed Articles Supplementary to its charter describing the foregoing prohibition with the State Department of Assessments and Taxation of Maryland. The foregoing summary is qualified in its entirety by reference to the full text of the Company’s charter, as amended, a copy of which was included as Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 13, 2019, and incorporated herein by reference.
Proxy Access Bylaw Amendment
The Board of Directors adopted an amendment to the Company’s bylaws to implement “proxy access” allowing eligible stockholders to include their own nominees for director in the Company’s proxy materials along with the Board-nominated candidates. This amendment was immediately effective. The amendment is set forth in the Company’s Amendment No. 3 to the Amended and Restated Bylaws. This amendment permits a shareholder, or a group of up to 20 shareholders, owning at least 3% of the Company’s outstanding shares of capital stock for at least three continuous years to nominate and include in the Company’s proxy materials director nominees comprising up to the greater of two individuals or 20% of the Board, provided that the shareholder(s) and the nominee(s) satisfy the procedural and eligibility requirements specified in the bylaws. The above description of the proxy access provisions of the bylaws is qualified in its entirety by reference to the full text of the bylaws of the Company, as amended, a copy of which was included as Exhibit 3.2 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 13, 2019, and incorporated herein by reference.
The Board of Directors formalized and expanded the anti-hedging policy applicable to employees, officers, and directors of the Company. The policy prohibits the purchase of financial instruments, including prepaid variable forward contracts, instruments for the short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds, that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any securities of the Company.
Healthcare Realty Trust is a real estate investment trust that integrates owning, managing, financing and developing income-producing real estate properties associated primarily with the delivery of outpatient healthcare services throughout the United States. As of December 31, 2018, the Company owned 199 real estate properties in 27 states totaling 14.8 million square feet and was valued at approximately $4.9 billion. The Company provided leasing and property management services to 11.2 million square feet nationwide.
In addition to the historical information contained within, the matters discussed in this press release may contain forward-looking statements that involve risks and uncertainties. These risks are discussed in filings with the Securities and Exchange Commission by Healthcare Realty Trust, including its Annual Report on Form 10-K for the year ended December 31, 2018 under the heading “Risk Factors,” and as updated in its Quarterly Reports on Form 10-Q filed thereafter. Forward-looking statements represent the Company’s judgment as of the date of this release. The Company disclaims any obligation to update forward-looking statements.
Associate Vice President, Investor Relations