8-K

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 5, 2022 (August 1, 2022)

Healthcare Realty Trust Incorporated

Healthcare Realty Holdings, L.P.

(Exact name of registrant as specified in its charter)

	Maryland	(Healthcare Realty Trust Incorporated)	001-35568	20-4738467
	Delaware	(Healthcare Realty Holdings, L.P.)	333-190916	20-4738347
(State or other jurisdiction of incorporation or organization)			(Commission File Number)	(I.R.S. Employer Identification No.)

3310 West End Avenue, Suite 700	Nashville,	Tennessee	37203		(615)	269-8175
(Address of Principal Executive Office and Zip Code)				(Registrant’s telephone number, including area code)

www.healthcarerealty.com

(Internet address)

Healthcare Trust of America, Inc.

Healthcare Trust of America Holdings, LP

16435 N. Scottsdale Road, Suite 320

Scottsdale, Arizona 85254

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	HR	New 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):

Healthcare Realty Trust Incorporated	☐	Emerging growth company
Healthcare Realty Holdings, L.P.	☐	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.

Healthcare Realty Trust Incorporated	☐
Healthcare Realty Holdings, L.P.	☐

Item 2.02 Results of Operations and Financial Condition.

Dividend Press Release

On August 3, 2022, Healthcare Realty Trust Incorporated issued a press release announcing its dividend. 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 4.01 Changes in Registrant’s Certifying Accountant

On July 20, 2022, the parties closed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of February 28, 2022, by and among Healthcare Realty Trust Incorporated (now known as HRTI, LLC (“Legacy HR”), Healthcare Trust of America, Inc., (now known as Healthcare Realty Trust Incorporated) (“Legacy HTA”), Healthcare Trust of America Holdings, LP, (now known as Healthcare Realty Holdings, L.P.) (the “OP”), and HR Acquisition 2, LLC. The combined company, after giving effect to the merger, operates under the name “Healthcare Realty Trust Incorporated” (the “Company”).

(a) On August 1, 2022, the Audit Committee of the Board of Directors (the “Board”) of the Company, approved the appointment of BDO USA, LLP (“BDO”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

(b) On August 1, 2022, Deloitte & Touche LLP (“Deloitte”), Legacy HTA’s and OP’s independent registered public accounting firm prior to the Merger, was informed that they would not be retained as the Company’s independent registered public accounting firm. The decision to change auditors was approved by the Audit Committee of the Board of the Company.

Deloitte’s reports on Legacy HTA’s and OP’s financial statements as of and for the years ended December 31, 2021 and 2020, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports of Deloitte on the effectiveness of internal control over financial reporting of Legacy HTA as of December 31, 2021 and 2020, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the Legacy HTA’s and OP’s two most recent fiscal years ended December 31, 2021 and 2020 and through the interim period through July 31, 2022, Legacy HTA and OP had no disagreement with Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreement, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to the subject matter of the disagreement in their reports on Legacy HTA’s and OP’s financial statements. In addition, during Legacy HTA’s or OP’s two most recent fiscal years ended December 31, 2021 and 2020 and through the interim period through July 31, 2022, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

In accordance with Item 304(a)(3) of Regulation S-K, the Company has requested that Deloitte furnish it with a letter addressed to the United States Securities and Exchange Commission stating whether or not Deloitte agrees with the above statements of the Company in this Item 4.01. Deloitte furnished the requested letter, stating its agreement with such statements, and a copy is filed as Exhibit 16.1.

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

On August 1, 2022, the Compensation Committee of the Company’s Board adopted the 2022 Executive Incentive Program (the “Executive Incentive Program”) under the Company’s Amended and Restated 2006 Incentive Plan, dated April 29, 2021. The Executive Incentive Program is substantially similar to the Legacy HR’s 2021 Executive Incentive Plan and supersedes prior executive incentive programs of the Company. The Executive Incentive Program is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On August 2, 2022, the Board of the Company adopted Legacy HR’s Code of Business Conduct and Ethics as the Code of Ethics for the Company. The Code of Business Conduct and Ethics is disclosed on the Company’s website at

www.healthcarerealty.com.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Executive Incentive Program, dated August 1, 2022.
16.1	Deloitte & Touche LLP letter, dated August 5, 2022.
99.1	Second quarter dividend press release, dated August 3, 2022.
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 registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	Healthcare Realty Trust Incorporated
Date: August 5, 2022	By:	/s/ J. Christopher Douglas
		Name: J. Christopher Douglas
		Title: Executive Vice President - Chief Financial Officer

	Healthcare Realty Holdings, L.P.
	By:	Healthcare Realty Trust Incorporated
		its General Partner
Date: August 5, 2022	By:	/s/ J. Christopher Douglas
		Name: J. Christopher Douglas
		Title: Executive Vice President - Chief Financial Officer

EX-10.1

Exhibit 10.1

HEALTHCARE REALTY TRUST INCORPORATED

2022 EXECUTIVE INCENTIVE PROGRAM

This 2022 Executive Incentive Program (this “Executive Incentive Program”) is adopted and effective August 1, 2022 by the Compensation Committee (the “Committee”) of the Board of Directors of Healthcare Realty Trust Incorporated (the “Company”).

RECITALS:

WHEREAS, the Company’s Amended and Restated 2006 Incentive Plan, dated April 29, 2021 (the “Plan”), was adopted to promote the success and enhance the value of the Company by linking the personal interests of employees, officers, directors, and consultants of the Company to those of its stockholders and by providing such persons with an incentive for outstanding performance, and to provide flexibility to the Company in its ability to motivate, attract, and retain the services of employees, officers, directors, and consultants upon whose judgment, interest and special effort the successful conduct of the Company’s operation is largely dependent; and

WHEREAS, the Committee desires to adopt this Executive Incentive Program under the Plan to further the purposes set forth above with metrics designed to advance the Company’s current strategy and business initiatives.

AGREEMENT:

1. Purpose.This Executive Incentive Program is adopted by the Committee in accordance with the Plan and is intended to further the purposes of the Plan by providing incentives to the Company’s executive and other officers that are designed to reward individual performance and the achievement of specific Company-level strategic, operational and financial goals and targets. This Executive Incentive Program supersedes prior executive incentive programs adopted under the Plan as of its effective date.

2. Definitions. Whenever the following capitalized terms are used in this Executive Incentive Program, they shall have the meanings specified below:

“Base Salary” means, for purposes of this Executive Incentive Program, the annual base rate of cash compensation paid to a Participant by the Company for the calendar year in which any determination of Base Salary is made, before any elective reduction or deferral of compensation pursuant to any 401(k) or similar defined contribution plan or any elective deferral under the Elective Restricted Stock Awards feature of the Officer Incentive Plan, and excludes all other forms of compensation such as benefits, pension contributions, employer matching contributions under any 401(k) or similar plan, any “Restriction Multiple” amount awarded under the Plan based on elective reduction of Base Salary, and any amounts awarded under this Officer Incentive Plan.

“ESG Goals” means the Company’s environmental, social, and governance goals and initiatives expressed in the Company’s Corporate Responsibility Report or other stated goals and initiatives that would generally relate to environmental, social, governance, or sustainability principles.

“FAD” and “Normalized FAD” means funds available for distribution and normalized funds available for distribution, either in total or on a per share basis, as the case may be, as reported to the public by the Company in its earnings and results of operations news releases, or if not reported to the public, calculated in a manner consistent with its reporting for the quarter ended September 30, 2021.

“FFO” and “Normalized FFO” means funds from operations and normalized funds from operations, either in total or on a per share basis, as the case may be, as reported to the public by the Company in its earnings and results of operations news releases, or if not reported to the public, calculated in a manner consistent with its reporting for the quarter ended September 30, 2021.

“Net Debt to Adjusted EBITDA” means the ratio of the Company’s total indebtedness, less cash, to the Company’s earnings before interest, taxes, depreciation, and amortization (“EBITDA”), as adjusted, as reported to the public by the Company in its earnings and results of operations news releases, or if not reported to the public, calculated in a manner consistent with its reporting for the most recently completed quarter reported to the public.

Exhibit 10.1

“NOI” means net operating income, normalized for items that would otherwise inhibit a meaningful comparison of NOI period to period.

“Peer Group” means that group of companies selected by the Committee that are determined by the Committee to be reasonably comparable to the Company for purposes of measuring relative TSR performance. The Committee may consider market capitalization, revenue, competitive factors, REIT sector, asset class, market positioning, and any other reasonable measure for determining the appropriate inclusion of companies in a Peer Group. The Committee may select more than one Peer Group for purposes of measuring relative TSR over any given period.

“Plan” means the Amended and Restated 2006 Incentive Plan, dated April 29, 2021, as amended.

“Revenue” means, for any financial period, the revenue as reported on the Company’s financial statements.

“Same Store Revenue” means, for any financial period, Revenue for the group of properties reported by the Company (whether publicly or otherwise) as “Same Facility,” “Same Store,” or similar language designed to report the financial performance of core operating properties in the Company’s public disclosures.

“Same Store NOI” means, for any financial period, NOI for the group of properties reported by the Company (whether publicly or otherwise) as “Same Facility,” “Same Store,” or similar language designed to report the financial performance of core operating properties in the Company’s public disclosures.

“Stock Index” means one or more stock indexes selected by the Committee for purposes of measuring relative TSR performance of the Company against such index or indexes. Indexes selected by the Committee should be comprised of companies comparable to the Company in size, scope, industry, sector, or other reasonably comparable criteria.

“TSR” means the total return of the Common Stock over a given period, including price appreciation and the reinvestment of dividends. Data to determine TSR shall be sourced through a reliable third-party provider of financial data to be selected by the Committee.

Other capitalized terms used herein, but not defined, shall have the meanings attributed to such terms in the Plan.

3. Participation. The Participants in this Executive Incentive Program are those officers having the titles of (i) Chief Executive Officer, President or Executive Vice President (“NEO Participants”) or (ii) Senior Vice President (“SVP Participants”) and any other officer of the Company who has been designated as a Participant by the Committee.

4. Awards. Awards may be in the form of cash, Restricted Stock Awards, Restricted Stock Units or a combination of the foregoing and may be granted to each Participant upon the Committee’s determination and in its discretion and shall be subject to such vesting periods and requirements as the Committee determines. Awards shall generally be of the following types:

“Annual Cash Incentive Awards” shall be based on specific Company performance targets which shall be established by the Committee. The Committee may determine, in its discretion, the particular financial and/or operating metrics to be targeted, which may include, but are not limited to: ESG Goals, FAD, FFO, NOI, Normalized FAD, Normalized FFO, Revenue, Same Store NOI, Same Store Revenue, Net Debt to Adjusted EBITDA, or other similar metrics. The measurement period shall be a single calendar quarter, multiple calendar quarters, a single calendar year, or such other periods as the Committee may determine. Annual Cash Incentive Awards shall be payable in cash and shall be paid to Participants as soon as reasonably practicable after determination by the Committee that performance targets were achieved, but not later than 45 days following the end of the relevant performance period.

“Annual Equity Incentive Awards” shall be based on specific Company performance targets which shall be established by the Committee. The Committee may determine, in its discretion, the particular financial and/or operating metrics to be targeted, which may include, but are not limited to: ESG Goals, FAD, FFO, NOI,

Exhibit 10.1

Normalized FAD, Normalized FFO, Revenue, Same Store NOI, Same Store Revenue, Net Debt to Adjusted EBITDA, relative TSR, absolute TSR, or other similar metrics. The measurement period shall be a three-year period, or such other period as the Committee may determine. Annual Equity Incentive Awards, which includes TSR Awards, shall be in the form of Restricted Stock Awards or Restricted Stock Units and will vest only upon the conditions set forth in the Plan, the relevant Award Agreement, or the Participant’s employment agreement, as applicable.

“Award Agreement” means a Restricted Stock Agreement, Restricted Stock Unit Agreement, or any other award agreement approved by the Committee relating to Awards under this Officer Incentive Plan.

“Individual Performance Awards”are in the discretion of the Committee and shall be for the purposes of rewarding a Participant’s individual efforts in contributing to the success of the Company and/or motivating and retaining personnel. Individual Performance Awards may be in the form of cash, Restricted Stock, or other equity-based awards at the Committee’s discretion.

“Restricted Stock Unit Awards” shall be based on specific Company performance targets which shall be established by the Committee at the time of such award, measured over a three-year period, or such other period as the Committee may determine. The Committee may determine, in its discretion, the particular performance criteria and targets, which may include, but are not limited to: (i) growth in FFO per share, Normalized FFO per share, FAD per share and/or Normalized FAD per share; (ii) Same Store Revenue and/or Same Store NOI; (iii) ESG-related metrics; (iv) the TSR Award criteria set forth below; (v) Net Debt to Adjusted EBITDA or other similar leverage based metric; and/or (vi) any other metric or performance target that, in the Committee’s judgement, advances the strategic plans and initiatives of the Company. Restricted Stock Unit Awards shall be subject to a three-year vesting period, or such other period determined by the Committee. The Committee, in its discretion, may provide that Restricted Stock Unit Awards be settled in shares of restricted stock at the end of the measurement period, in the case of a vesting period that is longer than the measurement period, or may impose an additional holding period for Common Stock issued in settlement of a Restricted Stock Unit Award.

“RetentionAwards” are in the discretion of the Committee and shall be for the purposes of: (i) rewarding a Participant’s individual efforts in contributing to the success of the Company and/or (ii) retaining the Participant as an officer of the Company. Retention Awards shall generally be in the form of Restricted Stock, but may be in the form of other equity-based awards or cash.

“TSR Awards” shall be based on the Company’s total shareholder return over a three-year period, or such other period determined by the Committee, as measured against a Peer Group, one or more Stock Indexes, or on an absolute basis. The Compensation Committee may allocate TSR Award targets among multiple Peer Groups, Stock Indexes, and/or absolute measurements in its discretion. TSR Awards shall be in the form of Restricted Stock Awards or Restricted Stock Units. The criteria for awarding TSR Awards shall be the Company’s absolute total shareholder return, relative total shareholder return performance as compared to the total shareholder returns of the companies in the Peer Groups, or of performance as compared to the total shareholder returns of a Stock Index and shall be based on targets set at the beginning of the measurement period. The target size of the TSR Award for each Participant shall be determined based on a percentage of such Participant’s then current Base Salary.

5. Termination of Employment. In the event of termination of a Participant’s employment, the disposition of any unvested Awards will be determined in accordance with such Participant’s written employment agreement and Award Agreement, if applicable. If a Participant is not employed pursuant to a written employment agreement and voluntarily terminates his or her employment, or is terminated for Cause (as such term is defined in the Plan), such Participant will forfeit any unvested Awards. If a Participant is not employed pursuant to a written employment agreement and such employment is terminated by the Company without Cause, or by reason of Participant’s retirement (upon attainment of eligibility to retire in accordance with any applicable Company policy then in effect) all unvested Awards will immediately vest. The provisions of Section 7.3 of the Plan will govern in the event of a Change of Control and are not intended to be altered by this Section 5.

6. Amendments; Award Administration. The Committee may from time to time amend or modify this Executive Incentive Program, provided that no such action shall adversely affect Awards previously granted hereunder. The Committee shall have the discretion to alter the administration of awards under this Executive Incentive Program at any time prior to the grant of any such award, in accordance with Section 4.3 of the Plan.

Exhibit 10.1

7. Survival. The Executive Incentive Program shall continue in effect as long as the Plan, or any successor or replacement thereof is in effect, or until terminated by the Committee.

Adopted by the Compensation Committee of the Board of Directors of Healthcare Realty Trust Incorporated on August 1, 2022.

EX-16.1

August 5, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01(b) of Healthcare Realty Trust Incorporated’s and Healthcare Realty Holdings, L.P.’s Form 8-K dated August 5, 2022, and we agree with the statements made therein. Yours truly,

EX-99.1

Exhibit 99.1

Corporate Communications

P: 615.269.8175

News Release

HEALTHCARE REALTY TRUST ANNOUNCES PRO-RATED QUARTERLY DIVIDEND

Pro-rated amount represents balance of $0.31 regular quarterly dividend

NASHVILLE, Tennessee, August 3, 2022 - Healthcare Realty Trust Incorporated (NYSE:HR) (the “Company”) today announced its cash dividend in the amount of $0.109 per share, payable on August 30, 2022 to Class A common stockholders of record on August 15, 2022. This dividend represents the Company’s regular quarterly dividend of $0.31 per share pro-rated for the period following the Company’s last dividend record date of July 14, 2022 and ending on August 15, 2022. On July 19, 2022, the Company also paid a pro-rated quarterly cash dividend of $0.2010 per share to stockholders of record on July 14, 2022. The pro-rated dividend payments were stipulated under the terms of the merger agreement between Healthcare Realty Trust Incorporated and Healthcare Trust of America, Inc. (“HTA”) which closed on July 20, 2022 (the “Merger”). The July 19 and August 30 pro-rated dividend payments total $0.31 per share, which is equal to the quarterly dividend the Company paid in May 2022. The Company expects to resume its regular quarterly timing of dividend payments in November 2022.

Additionally, the eligible holders of the Company’s operating partnership units (“OP Units”) will receive a pro-rated OP Unit distribution of $0.109 per unit equivalent to the Company’s Class A common stock dividend described above.

Healthcare Realty Trust Incorporated (NYSE: HR) 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 the closing of the Healthcare Realty-Healthcare Trust of America merger on July 20, 2022, the Company was invested in over 700 real estate properties totaling approximately 44 million square feet and provided leasing and property management services to more than 30 million square feet nationwide.

This press release contains certain forward-looking statements with respect to the Company. Forward-looking statements are statements that are not descriptions of historical facts and include statements regarding management’s intentions, beliefs, expectations, plans or predictions of the future, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Because such statements include risks, uncertainties and contingencies, actual results may differ materially and in adverse ways from those expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, without limitation, the following: failure to realize the expected benefits of the Merger; significant transaction costs and/or unknown or inestimable liabilities; the risk that HTA’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; risks related to future opportunities and plans for the Company, including the uncertainty of expected future financial performance and results of the Company; the possibility that, if the Company does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial analysts or investors, the market price of the Company’s common stock could decline; general adverse economic and local real estate conditions; changes in economic conditions generally and the real estate market specifically; legislative and regulatory changes,

Exhibit 99.1

including changes to laws governing the taxation of REITs and changes to laws governing the healthcare industry; the availability of capital; changes in interest rates; competition in the real estate industry; the supply and demand for operating properties in the Company’s proposed market areas; changes in accounting principles generally accepted in the US; policies and guidelines applicable to REITs; the availability of properties to acquire; the availability of financing; pandemics and other health concerns, and the measures intended to prevent their spread, including the currently ongoing COVID-19 pandemic; and the potential material adverse effect these matters may have on the Company’s business, results of operations, cash flows and financial condition. Additional information concerning the Company and its business, including additional factors that could materially and adversely affect the Company’s financial results, include, without limitation, the risks described under Part I, Item 1A - Risk Factors, in the Company’s 2021 Annual Report on Form 10-K and in its other filings with the SEC.

XML

Cover Page	Aug. 01, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 01, 2022
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	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001360604
Amendment Flag	false
Healthcare Trust of America Holdings, LP
Entity Information [Line Items]
Entity Registrant Name	Healthcare Realty Holdings, L.P.
Entity Incorporation, State or Country Code	DE
Entity File Number	333-190916
Entity Tax Identification Number	20-4738347
Entity Emerging Growth Company	false
Entity Central Index Key	0001495491
Amendment Flag	false