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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): March 4, 2024 (March 4, 2024)
Healthcare Realty Trust Incorporated
(Exact name of registrant as specified in its charter)
Maryland001-3556820-4738467
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)
3310 West End Avenue, Suite 700Nashville,Tennessee37203
(615)
269-8175
(Address of Principal Executive Office and Zip Code)
(Registrant’s telephone number, including area code)
www.healthcarerealty.com
(Internet address)

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.01 par value per shareHRNew York Stock Exchange
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))
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 4, 2024, Healthcare Realty Trust Incorporated (the "Company") issued a press release announcing the planned retirements of W. Bradley Blair, II and Edward H. Braman from service on the Company's Board of Directors upon the completion of their current terms of office. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
Item 8.01Other Events.
In its March 4, 2024 press release, the Company also announced the nomination of 11 of its current 13 directors to stand for election to its Board of Directors at the Company's annual meeting of stockholders to be held on May 21, 2024. The Board has also fixed its size at 11 directors pursuant to the authority granted under the Company's bylaws. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Additional Information and Where to Find It
Healthcare Realty, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the matters to be considered at Healthcare Realty’s 2024 annual meeting of stockholders. Healthcare Realty intends to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) in connection with such solicitation of proxies from stockholders. STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT WHEN IT BECOMES AVAILABLE AS IT WILL CONTAIN IMPORTANT INFORMATION. Information regarding ownership of Healthcare Realty stock and other securities by Healthcare Realty directors and executive officers is included in their SEC filings on Forms 3, 4 and 5, which can be found through Healthcare Realty’s website (www.healthcarerealty.com) in the section “Investor Relations” or through the SEC’s website at www.sec.gov. Additional information about Healthcare Realty’s directors and executive officers and their interests is set forth in Healthcare Realty’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 16, 2024, and Healthcare Realty’s proxy statement for its 2024 annual meeting of stockholders, to be filed with the SEC, and in Healthcare Realty’s other SEC filings, which can be found through Healthcare Realty’s website (www.healthcarerealty.com) in the section “Investors” or through the SEC’s website at www.sec.gov.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
99.1 
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 hereunto duly authorized.
 Healthcare Realty Trust Incorporated  
Date: March 4, 2024By:/s/ J. Christopher Douglas   
  Name: J. Christopher Douglas 
  Title: Executive Vice President - Chief Financial Officer 




Ron Hubbard
Vice President, Investor Relations
P: 615.269.8290

News Release
HEALTHCARE REALTY TRUST ANNOUNCES PLANNED RETIREMENT OF TWO DIRECTORS AND 2024 NOMINEES

NASHVILLE, Tennessee, March 4, 2024 - Healthcare Realty Trust Incorporated (NYSE:HR) today announced the nomination of 11 of its current 13 directors to stand for election to its Board of Directors at the Company’s annual meeting of stockholders to be held on May 21, 2024. The Board has also fixed its size at 11 directors pursuant to the authority granted under the Company’s bylaws.

Current directors W. Bradley Blair, II, Vice Chairman, and Edward H. Braman will be retiring from service on the Board of Directors upon the completion of their current terms of office. Accordingly, they have not been nominated to stand for election at the 2024 annual meeting.

“The Board would like to thank Brad and Ned for their leadership, strategic counsel and significant contributions throughout their service as directors. The Board extends best wishes to each of them,” commented John Knox Singleton, Chairman. “This is in keeping with expectations that the size of the board would naturally be reduced over time following the Company’s merger with Healthcare Trust of America, Inc.”

More information about the Board nominees can be found on the Company’s website (www.healthcarerealty.com) and in the Company’s forthcoming proxy statement relating to the annual meeting of stockholders to be filed with the Securities and Exchange Commission.

Healthcare Realty (NYSE: HR) is a real estate investment trust (REIT) that owns and operates medical outpatient buildings primarily located around market-leading hospital campuses. The Company selectively grows its portfolio through property acquisition and development. As the first and largest REIT to specialize in medical outpatient buildings, Healthcare Realty's portfolio includes nearly 700 properties totaling over 40 million square feet concentrated in 15 growth markets.

Additional Information and Where to Find It
Healthcare Realty, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the matters to be considered at Healthcare Realty’s 2024 annual meeting of stockholders. Healthcare Realty intends to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) in connection with such solicitation of proxies from stockholders. STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT WHEN IT BECOMES AVAILABLE AS IT WILL CONTAIN IMPORTANT INFORMATION. Information regarding ownership of Healthcare Realty stock and other securities by Healthcare Realty directors and executive officers is included in their SEC filings on Forms 3, 4 and 5, which can be found through Healthcare Realty’s website (www.healthcarerealty.com) in the section “Investor Relations” or through the SEC’s website at www.sec.gov. Additional information about Healthcare Realty’s directors and executive officers and their interests is set forth in Healthcare Realty’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 16, 2024, and Healthcare Realty’s proxy statement for its 2024 annual meeting of stockholders, to be filed with the SEC, and in Healthcare Realty’s other SEC filings, which can be found through Healthcare Realty’s website (www.healthcarerealty.com) in the section “Investors” or through the SEC’s website at www.sec.gov.

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, 2023 under the heading “Risk Factors.” 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.


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Cover Page
Mar. 04, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 04, 2024
Entity Registrant Name Healthcare Realty Trust Incorporated
Entity Incorporation, State or Country Code MD
Entity File Number 001-35568
Entity Tax Identification Number 20-4738467
Entity Address, Address Line One 3310 West End Avenue, Suite 700
Entity Address, City or Town Nashville,
Entity Address, State or Province TN
Entity Address, Postal Zip Code 37203
City Area Code (615)
Local Phone Number 269-8175
Title of 12(b) Security Class A Common Stock, $0.01 par value per share
Trading Symbol HR
Security Exchange Name NYSE
Written Communications false
Soliciting Material true
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001360604
Amendment Flag false
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