Medical Properties Trust (NYSE: MPT) stockholders approve 2026 meeting proposals

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Medical Properties Trust, Inc. reported results of its annual stockholder meeting held on May 28, 2026. As of the March 19, 2026 record date, 602,829,003 shares of common stock were outstanding and entitled to vote, and 468,686,557 shares were represented, establishing a quorum.

Stockholders elected nine directors to serve until the 2027 annual meeting or until their successors are elected and qualify. They also approved the ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, supported by 459,883,831 votes. In addition, stockholders approved on a non-binding, advisory basis the compensation of named executive officers and approved the Second Amended and Restated 2019 Equity Incentive Plan.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares entitled to vote: 602,829,003 shares Shares represented at meeting: 468,686,557 shares Auditor ratification votes for: 459,883,831 votes +2 more

5 metrics

Shares entitled to vote 602,829,003 shares Common stock outstanding as of March 19, 2026 record date

Shares represented at meeting 468,686,557 shares Common stock present in person or by proxy at May 28, 2026 meeting

Auditor ratification votes for 459,883,831 votes For ratification of PricewaterhouseCoopers LLP for fiscal year 2026

Say-on-pay votes for 245,721,749 votes For non-binding advisory vote on named executive officer compensation

Equity plan approval votes for 280,147,111 votes For Second Amended and Restated 2019 Equity Incentive Plan

Key Terms

broker non-votes, non-binding, advisory vote, equity incentive plan, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"the number of abstentions and broker non-votes, as applicable"

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.

non-binding, advisory vote financial

"The approval of a non-binding, advisory vote on named executive officer compensation"

equity incentive plan financial

"The approval of the Medical Properties Trust, Inc. Second Amended and Restated 2019 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

independent registered public accounting firm financial

"as the independent registered public accounting firm of the Company"

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.

quorum financial

"468,686,557 shares of common stock were represented in person or by proxy and, therefore, a quorum was present"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

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Understanding 8-K Material Events →

06/01/2026 - 04:55 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 28, 2026

MEDICAL PROPERTIES TRUST, INC.

(Exact Name of Registrant as Specified in Charter)

Commission File Number 001-32559

     Maryland

     20-0191742

     (State or other jurisdiction
of incorporation or organization)

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

     10500 Liberty Parkway
Birmingham, AL

     35242

     (Address of principal executive offices)

     (Zip Code)

Registrant’s telephone number, including area code

(205) 969-3755

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	Name of each exchange on which registered
Common Stock, par value $0.001 per share, of Medical Properties Trust, Inc.	MPT	The New York Stock Exchange

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

Medical Properties Trust, Inc.'s (the "Company") annual meeting of stockholders was held on May 28, 2026. As of March 19, 2026, the Company’s record date, there were 602,829,003 shares of common stock outstanding and entitled to vote. At the annual meeting, 468,686,557 shares of common stock were represented in person or by proxy and, therefore, a quorum was present. Set forth below are the final voting results for each matter voted upon, including the number of votes that were cast for and against each nominee or proposal, and the number of abstentions and broker non-votes, as applicable. For more information about each proposal, see the Company’s definitive proxy statement, dated April 13, 2026.

Proposal 1: The election of nine directors to the board of directors of the Company, to serve until the next annual meeting of stockholders in 2027 or until their respective successors are elected and qualify:


Nominee:	For:	Against:	Abstensions:	Broker Non-Votes:
Edward K. Aldag, Jr.	326,606,762	14,394,945	5,294,467	122,390,383
G. Steven Dawson	327,763,006	14,290,105	4,243,063	122,390,383
R. Steven Hamner	323,486,576	18,502,877	4,306,721	122,390,383
Caterina A. Mozingo	329,917,176	12,147,873	4,231,125	122,390,383
Emily W. Murphy	324,431,895	17,629,502	4,234,777	122,390,383
Elizabeth N. Pitman	320,148,318	21,945,226	4,202,630	122,390,383
D. Paul Sparks, Jr.	313,040,588	28,974,759	4,280,827	122,390,383
Michael G. Stewart	326,486,132	15,528,913	4,281,129	122,390,383
C. Reynolds Thompson, III	319,263,889	22,700,542	4,331,743	122,390,383

Proposal 2: The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026:


For:	Against:	Abstensions:	Broker Non-Votes:
459,883,831	6,189,396	2,613,330	—

Proposal 3: The approval of a non-binding, advisory vote on named executive officer compensation:


For:	Against:	Abstensions:	Broker Non-Votes:
245,721,749	96,721,390	3,853,035	122,390,383

Proposal 4: The approval of the Medical Properties Trust, Inc. Second Amended and Restated 2019 Equity Incentive Plan:


For:	Against:	Abstensions:	Broker Non-Votes:
280,147,111	60,763,845	5,385,218	122,390,383

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

     Exhibit
Number

     Description

     104

     Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.


MEDICAL PROPERTIES TRUST, INC.

By:			/s/ R. Steven Hamner
Name:			R. Steven Hamner
Title:			Executive Vice President and Chief Financial Officer

Date: June 1, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Medical Properties Trust (MPT) stockholders vote on at the 2026 annual meeting?

Stockholders elected nine directors, ratified PricewaterhouseCoopers LLP as auditor for 2026, approved a non-binding advisory vote on named executive officer compensation, and approved the Second Amended and Restated 2019 Equity Incentive Plan.

How many Medical Properties Trust (MPT) shares were entitled to vote at the meeting?

At the March 19, 2026 record date, 602,829,003 shares of Medical Properties Trust common stock were outstanding and entitled to vote, setting the base for quorum and voting calculations at the May 28, 2026 annual meeting.

Was a quorum present at Medical Properties Trust’s 2026 stockholder meeting?

Yes. A total of 468,686,557 shares of common stock were represented in person or by proxy at the annual meeting, which satisfied quorum requirements for conducting official stockholder business and voting on all proposals.

Did Medical Properties Trust (MPT) stockholders ratify the company’s independent auditor?

Yes. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as Medical Properties Trust’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 459,883,831 votes for and 6,189,396 against.

How did Medical Properties Trust (MPT) stockholders vote on executive compensation?

Stockholders approved the non-binding, advisory vote on named executive officer compensation, with 245,721,749 votes for, 96,721,390 votes against, 3,853,035 abstentions, and 122,390,383 broker non-votes recorded on the proposal.

What happened with Medical Properties Trust’s Second Amended and Restated 2019 Equity Incentive Plan?

Stockholders approved the Second Amended and Restated 2019 Equity Incentive Plan, with 280,147,111 votes for, 60,763,845 votes against, 5,385,218 abstentions, and 122,390,383 broker non-votes, authorizing the continued use of this equity compensation framework.

Filing Exhibits & Attachments

1 document