Current Report Filing (8-k)
July 19 2022 - 5:01PM
Edgar (US Regulatory)
0001561032
False
--12-31
0001561032
2022-07-14
2022-07-14
0001561032
HTIA:Sec7.375SeriesCumulativeRedeemablePerpetualPreferredStock0.01ParValuePerShareMember
2022-07-14
2022-07-14
0001561032
HTIA:Sec7.125SeriesBCumulativeRedeemablePerpetualPreferredStock0.01ParValuePerShareMember
2022-07-14
2022-07-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
July 14, 2022
Healthcare Trust, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland |
|
001-39153 |
|
38-3888962 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
650 Fifth Ave., 30th Floor
New York, New York 10019 |
(Address, including zip code, of Principal
Executive Offices)
Registrant’s telephone number,
including area code: (212) 415-6500 |
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))
Securities registered pursuant to section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
|
HTIA |
|
The Nasdaq Global Market |
7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
|
HTIBP |
|
The Nasdaq Global Market |
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 ¨ |
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. ¨
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
Amendment to Bylaws
On July 14, 2022, the board of directors of Healthcare
Trust, Inc., a Maryland corporation (the “Company”), approved and adopted the Second Amendment to the Company’s
Amended and Restated Bylaws, as amended by Amendment No. 1 to Amended and Restated Bylaws, to revise Article III Section 2 to provide
that (a) (i) at any time that the number of directors comprising the board is less than five, one director will be a Managing Director
and (ii) at any time that the number of directors comprising the board is five or more, up to two directors will be Managing Directors;
provided, however, that if only one Managing Director is identified by the Company’s Advisor (as defined in the Company’s
charter), the board will include one Managing Director and (b) in order to qualify for nomination or election as a director of the board,
an individual at the time of nomination and election must meet the applicable qualifications of an “Independent Director”
or a Managing Director, as the case may be, depending on the position for which the individual may be nominated or elected. The term “Managing
Director” is defined in the amendment as (i) an individual identified by the Advisor or, (ii) in the absence of such designation,
the individual then serving as the chief executive officer of the Company. Under the bylaws as amended, the term “Independent Director”
means an individual who meets the qualifications of an independent director set forth in the Company’s Corporate Governance Guidelines,
as amended from time to time. The Second Amendment to the Company’s Amended and Restated Bylaws is effective immediately.
The foregoing summary information set forth in
this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Second Amendment to the Company’s
Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01. |
Financial Statements and 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.
|
HEALTHCARE TRUST, INC. |
|
|
|
Date: July 19, 2022 |
By: |
/s/ Scott M. Lappetito |
|
|
Scott. M. Lappetito
|
|
|
Chief Financial Officer, Treasurer and Secretary |
Healthcare (NASDAQ:HTIA)
Historical Stock Chart
From Jun 2024 to Jul 2024
Healthcare (NASDAQ:HTIA)
Historical Stock Chart
From Jul 2023 to Jul 2024