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HTA > SEC Filings for HTA > Form 8-K on 11-Mar-2014All Recent SEC Filings

Show all filings for HEALTHCARE TRUST OF AMERICA, INC.

Form 8-K for HEALTHCARE TRUST OF AMERICA, INC.


11-Mar-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 10, 2014, Healthcare Trust of America, Inc. (the "Company" or "our") held a special meeting of stockholders (the "Special Meeting") for the purpose of acting on two proposals described in Item 5.07 below.
On March 11, 2014, in connection with the approval of Proposal 1 (as defined in Item 5.07) approved by the stockholders at the Special Meeting, the Company filed the Fifth Articles of Amendment and Restatement (the "Revised Articles") with the State Department of Assessments and Taxation of Maryland. The Revised Articles incorporates the amendment to remove provisions which set forth the voting standard for director elections described below, and a copy of the Revised Articles is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
On March 11, 2014, the Board of Directors of the Company amended the Company's Amended and Restated Bylaws to adopt (i) a majority of votes cast voting standard for uncontested director elections and (ii) a plurality voting standard for contested director elections, consistent with the approval of Proposal 1 (as defined in Item 5.07) submitted to our stockholders at the Special Meeting. A copy of the Second Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 10, 2014, the Company held a Special Meeting for the purpose of acting on the following two proposals properly brought before the meeting:
(1) Amendment of charter to modify director voting standards. To approve an amendment and restatement of the Company's charter in the form of the Fifth Articles of Amendment and Restatement by removing provisions which set forth the voting standard for director elections ("Proposal 1"); and
(2) Amendment of charter to eliminate certain other provisions. To approve an amendment and restatement of the Company's charter in the form of the Fifth Articles of Amendment and Restatement by eliminating certain other provisions that have become inapplicable to the Company as a result of listing the Company's Class A common stock on the New York Stock Exchange ("Proposal 2"). Amendment of Our Charter to Modify Director Voting Standards At the Special Meeting, our stockholders approved an amendment of our charter to modify director voting standards. Set forth below are the final voting tallies for the Special Meeting relating to such amendment of our charter to modify director voting standards (Proposal 1).
Votes For Votes Against Abstentions 138,264,103 2,570,716 2,386,374

Amendment of Our Charter to Eliminate Certain Other Provisions At the Special Meeting, our stockholders did not approve the amendment of our charter to eliminate certain other provisions. Set forth below are the final voting tallies for the Special Meeting relating to such amendment of our charter to eliminate certain other provisions (Proposal 2). Votes For Votes Against Abstentions 53,544,084 87,319,013 2,358,096



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Fifth Articles of Amendment and Restatement of Healthcare Trust of America,
3.1 Inc., effective March 11, 2014.
Second Amended and Restated Bylaws of Healthcare Trust of America, Inc., 3.2 effective March 11, 2014.


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