Healthcare Realty Trust (HR) stockholders back board, auditor and pay at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Healthcare Realty Trust Incorporated reported the results of its annual meeting of stockholders held on May 19, 2026. Stockholders representing 326,851,561 shares, or about 94.32% of outstanding common stock, were present in person or by proxy, indicating very high participation.

All nominated directors were elected for one-year terms, each receiving more than 90% support of votes cast, with several above 98%. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 99.86% of votes cast in favor. In addition, stockholders approved, on a non-binding advisory basis, the company’s executive compensation (“say-on-pay”) with 91.68% support.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 326,851,561 shares Participation rate: 94.32% Auditor ratification support: 326,270,871 votes for +4 more

7 metrics

Shares represented 326,851,561 shares Present in person or by proxy at 2026 annual meeting

Participation rate 94.32% Shares represented as a percentage of total outstanding

Auditor ratification support 326,270,871 votes for Deloitte & Touche LLP for fiscal year ending December 31, 2026

Auditor approval percentage 99.86% Votes cast in favor of Deloitte & Touche LLP

Say-on-pay support 288,148,641 votes for Non-binding advisory vote on executive compensation

Say-on-pay approval percentage 91.68% Votes cast in favor of executive compensation

Director example support 310,012,087 votes for Votes for director nominee Thomas N. Bohjalian, 98.62% of votes cast

Key Terms

annual meeting of stockholders, broker non-votes, independent registered public accounting firm, non-binding advisory basis, +1 more

5 terms

annual meeting of stockholders financial

"The Company held its annual meeting of stockholders on May 19, 2026."

broker non-votes financial

"209,315 | 12,309,294 | 98.62% David B. Henry ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory basis financial

"approved, on a non-binding advisory basis, the Company’s compensation of its executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

executive compensation financial

"Company’s compensation of its executive officers by the following vote"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

Understanding 8-K Material Events →

05/20/2026 - 04:08 PM

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): May 20, 2026 (May 19, 2026)

Healthcare Realty Trust Incorporated

(Exact name of registrant as specified in its charter)

Maryland

001-35568

20-4738467

(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)

(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

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

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			☐


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

The Company held its annual meeting of stockholders on May 19, 2026. At the annual meeting, there were present in person or by proxy 326,851,561 shares of the Company’s common stock, representing approximately 94.32% of the total outstanding shares. The proposals considered at the annual meeting were voted on as follows:

1) The following individuals were elected to serve as directors for one-year terms or until their successors have been elected and take office.


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes	Percent Voting For 1
Thomas N. Bohjalian	310,012,087	4,320,865	209,315	12,309,294	98.62%
David B. Henry	307,229,301	7,155,998	156,968	12,309,294	97.72%
Constance B. Moore	283,872,966	29,432,312	1,236,989	12,309,294	90.60%
Glenn Rufrano	295,613,652	18,769,748	158,867	12,309,294	94.02%
Peter A. Scott	310,990,047	3,395,714	156,506	12,309,294	98.91%
Donald C. Wood	295,697,909	18,691,723	152,635	12,309,294	94.05%

1 Total “For” votes as a percentage of the shares voted on the proposal.

2) The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the following vote:


Votes Cast in Favor	Votes Cast Against	Abstentions	Broker Non-Votes	Percent Voting For 1
326,270,871	438,695	141,995	—	99.86%

1 Total "For" votes as a percentage of the shares voted on the proposal.

3) The stockholders approved, on a non-binding advisory basis, the Company’s compensation of its executive officers by the following vote:


Votes Cast in Favor	Votes Cast Against	Abstentions	Broker Non-Votes	Percent Voting For 1
288,148,641	26,120,602	273,024	12,309,294	91.68%

1 Total “For” votes as a percentage of the shares voted on the proposal.

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 20, 2026	Healthcare Realty Trust Incorporated
	By:	/s/ Daniel Gabbay
		Name: Daniel Gabbay
		Title: Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Healthcare Realty Trust (HR) stockholders vote on at the 2026 annual meeting?

Stockholders voted on director elections, auditor ratification, and executive compensation. They elected six directors to one-year terms, ratified Deloitte & Touche LLP as independent auditor for 2026, and approved the company’s executive compensation on a non-binding advisory basis with strong majority support.

How high was stockholder participation at Healthcare Realty Trust’s 2026 annual meeting?

Participation was very high, with 326,851,561 shares represented, about 94.32% of outstanding common stock. Such a turnout means the voting results reflect a broad base of stockholder views on governance matters, including board elections, auditor ratification, and executive pay approval.

Were Healthcare Realty Trust director nominees approved by stockholders in 2026?

Yes, all six named director nominees were elected for one-year terms. Each received over 90% of votes cast in favor, with some above 98%, while broker non-votes were recorded separately and did not count against the nominees’ election to the board.

Did Healthcare Realty Trust (HR) stockholders ratify Deloitte & Touche as auditor for 2026?

Yes, stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 326,270,871 votes in favor, only 438,695 against, and 141,995 abstentions, reflecting 99.86% support of votes cast.

How did Healthcare Realty Trust stockholders vote on executive compensation (say-on-pay) in 2026?

Stockholders approved executive compensation on a non-binding advisory basis with 288,148,641 votes in favor. There were 26,120,602 votes against, 273,024 abstentions, and 12,309,294 broker non-votes, resulting in 91.68% of votes cast supporting the company’s pay practices.

What does broker non-votes mean in Healthcare Realty Trust’s 2026 vote results?

Broker non-votes occur when brokers hold shares for clients who do not provide voting instructions on certain proposals. For items like director elections and say-on-pay, 12,309,294 broker non-votes were recorded and are not counted as votes for or against the proposals.

Filing Exhibits & Attachments

3 documents