Document


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): April 30, 2019
 
 
PHYSICIANS REALTY TRUST
(Exact name of registrant as specified in its charter)
 

Maryland
(State or other jurisdiction of
incorporation or organization)
 
001-36007
(Commission File Number)
 
46-2519850
 (I.R.S. Employer Identification No.)
 
309 N. Water Street, Suite 500
Milwaukee, Wisconsin
 (Address of principal executive offices)
 
53202
 (Zip Code)
 
Registrant’s telephone number, including area code: (414) 367-5600
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 

 
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:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            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 o

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. o 






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

On April 30, 2019, Physicians Realty Trust (the "Company") held the 2019 Annual Meeting of Shareholders in Milwaukee, Wisconsin (the "Annual Meeting"). At the Annual Meeting, shareholders of the Company considered and voted on three proposals submitted for shareholder vote, each of which is more fully described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 18, 2019. A brief description of the matters voted on at the Annual Meeting and the final results of such voting appears below.
 
Proposal One. Election of Trustees
 
The individuals listed below were elected to the Board of Trustees of the Company, each of whom will serve until the next annual meeting of shareholders and until his or her respective successor is duly elected and qualified:
Election of Directors:
 
For
 
Withheld
 
Abstained
 
Broker Non-Vote
John T. Thomas
 
154,632,823
 
1,639,452
 
 
16,865,327
Tommy G. Thompson
 
143,197,469
 
13,074,806
 
 
16,865,327
Stanton D. Anderson
 
150,002,588
 
6,269,686
 
 
16,865,327
Mark A. Baumgartner
 
154,568,507
 
1,703,767
 
 
16,865,327
Albert C. Black, Jr.
 
150,552,451
 
5,719,824
 
 
16,865,327
William A. Ebinger, M.D.
 
154,632,290
 
1,639,985
 
 
16,865,327
Pamela J. Kessler
 
154,920,198
 
1,352,076
 
 
16,865,327
Richard A. Weiss
 
151,705,440
 
4,566,835
 
 
16,865,327

Proposal Two. Ratification of Independent Registered Public Accounting Firm
 
A proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was approved as follows:
For
 
Against
 
Abstained
 
Broker Non-Vote
168,583,513
 
4,389,724
 
164,365
 
 
Proposal Three. Advisory Vote on Executive Compensation
 
A proposal to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers was approved as follows:
For
 
Against
 
Abstained
 
Broker Non-Vote
152,747,293
 
3,252,027
 
272,955
 
16,865,327

Proposal Four. Approval of an Amendment to Physicians Realty Trust 2013 Equity Incentive Plan
 
A proposal to approve the amendment to the plan to increase the number of common shares authorized for issuance under the plan by 4,550,000 common shares was approved as follows:
For
 
Against
 
Abstained
 
Broker Non-Vote
145,628,543
 
10,309,337
 
334,395
 
16,865,327


Item 9.01. Financial Statement and Exhibits.

(d)  Exhibits. 






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.
 
 
Date: May 2, 2019
 
PHYSICIANS REALTY TRUST
 
 
 
 
 
 
 
By:
/s/ John T. Thomas
 
 
John T. Thomas
 
 
President and Chief Executive Officer







EXHIBIT INDEX
 
Exhibit No.
 
Description