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MPW > SEC Filings for MPW > Form 8-K on 15-Jul-2013All Recent SEC Filings




Change in Directors or Principal Officers, Financial Statements and

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

We held our annual meeting of stockholders on May 23, 2013 (the "2013 Annual Meeting"). At the 2013 Annual Meeting, our stockholders approved the 2013 Equity Incentive Plan ("2013 Plan"). Our 2013 Plan will replace the Second Amended and Restated 2004 Equity Incentive Plan (the "2004 Plan"). The 2013 Plan is substantially the same as the 2004 Plan and provides us the ability to grant various equity-based incentive awards to key employees, consultants and directors.

The material features of the 2013 Plan are as follows:

The maximum number of shares of common stock reserved and available for issuance under the 2013 Plan is the sum of (i) 6,900,000 newly authorized shares, plus (ii) the number of shares available for grant under the 2004 Plan immediately prior to the effective date of the 2013 Plan, plus (iii) shares underlying grants made under the 2004 Plan that are forfeited, cancelled or terminated (other than by exercise) in the future.

The award of stock options (both incentive and non-qualified), restricted common stock, unrestricted common stock, deferred stock units, stock appreciation rights, performance units and other stock-based awards is permitted.

Shares tendered or held back for taxes will not be added back to the reserved pool under the 2013 Plan.

The maximum number of shares of common stock which may be awarded to any one person during any one year is 5,000,000 shares.

Stock options may not be repriced without stockholder approval.

Stock options will no longer automatically vest if we experience a change of control.

The term of the 2013 Plan is for ten years from the date of stockholder approval.

A description of the 2013 Plan can be found in our definitive proxy statement on Schedule 14A for the 2013 Annual Meeting that was filed with the Securities and Exchange Commission on April 26, 2013 (the "Proxy Statement") in the section entitled "Proposal 4: Approval of the Medical Properties Trust, Inc. 2013 Equity Incentive Plan," which is incorporated herein by reference. This description is qualified in its entirety by reference to the 2013 Plan attached as an appendix to the Proxy Statement and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number         Description

     10.1              Medical Properties Trust, Inc. 2013 Equity Incentive Plan
                       (Medical Properties Trust, Inc.'s Proxy Statement on
                       Schedule 14A filed on April 26, 2013.)

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