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 7, 2014

 


 

PHYSICIANS REALTY TRUST

(Exact name of registrant as specified in its charter)

 


 

Maryland

 

001-36007

 

46-2519850

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

735 N. Water Street, Suite 1000
Milwaukee, Wisconsin

 

53202

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (414) 978-6494

 

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))

 

 

 



 

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

 

On August 7, 2014, at the Annual Meeting of Shareholders (the “2014 Annual Meeting”) of Physicians Realty Trust (the “Company”), the Company’s shareholders approved an amendment to the Physicians Realty Trust 2013 Equity Incentive Plan (the “plan”) to increase the number of common shares authorized for issuance under the plan by 1,850,000 common shares. The Company’s compensation, nominating and governance committee previously approved the amendment to the plan on May 6, 2014, subject to shareholder approval.  The amendment to the plan became effective with such shareholder approval on August 7, 2014.

 

A description of the plan, as amended, is included as part of Proposal No. 3 in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 23, 2014 (the “Proxy Statement”), which description is incorporated herein by reference. The description of the plan, as amended, contained in the Proxy Statement is qualified in its entirety by the full text of the plan, as amended, a copy of which is filed as Exhibit 10.1 to this report, and is incorporated herein by reference.

 

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

 

The Company held the 2014 Annual Meeting on August 7, 2014 in Milwaukee, Wisconsin. The shareholders considered and voted on three proposals submitted for shareholder vote, each of which are more fully described in the Proxy Statement. The following is a brief description of the matters voted on at the 2014 Annual Meeting and the final results of such voting.

 

Proposal No. 1.          Election of Trustees. The individuals listed below were elected to the Board of Trustees, each of whom will serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified:

 

 

 

For

 

Withheld

 

Abstained

 

Broker Non-votes

 

John T. Thomas

 

21,979,166

 

2,433,832

 

 

7,556,913

 

Tommy G. Thompson

 

20,886,903

 

3,526,095

 

 

7,556,913

 

Stanton D. Anderson

 

24,172,223

 

240,775

 

 

7,556,913

 

Mark A. Baumgartner

 

21,984,457

 

2,428,541

 

 

7,556,913

 

Albert C. Black, Jr.

 

24,177,108

 

235,890

 

 

7,556,913

 

William A. Ebinger, M.D.

 

24,196,788

 

216,210

 

 

7,556,913

 

Richard A. Weiss

 

14,173,461

 

10,239,537

 

 

7,556,913

 

 

Proposal No. 2.          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 ended December 31, 2014 was approved as follows:

 

For

 

Against

 

Abstained

 

Broker Non-votes

 

31,668,653

 

276,937

 

24,321

 

 

 

Proposal No. 3. Approval of an Amendment to the 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 1,850,000 common shares was approved as follows:

 

For

 

Against

 

Abstained

 

Broker Non-votes

 

22,470,613

 

1,894,922

 

47,460

 

 

 

2



 

Item 9.01. Financial Statement and Exhibits.

 

(d)  Exhibits

 

10.1                        Physicians Realty Trust 2013 Equity Incentive Plan, as amended effective August 7, 2014

 

3



 

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: August 7, 2014

PHYSICIANS REALTY TRUST

 

 

 

 

 

By:

/s/ John T. Thomas

 

 

John T. Thomas

 

 

President and Chief Executive Officer

 

4



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

10.1

 

Physicians Realty Trust 2013 Equity Incentive Plan, as amended effective August 7, 2014

 

5