Other Information.
−Removed: Effective August 9, 2023, our Board approved the Second Amended and Restated Bylaws.
−Removed: The revisions to the Second Amended and Restated Bylaws include changes to, among other things, Article II, Section 11 to address procedural issues related to the new universal proxy rules of Rule 14a-19 under the Exchange Act of 1934, including (i) requiring representations and notifications regarding compliance with the requirements of Rule 14a-19, (ii) prohibiting additional or substitute nominations following the expiration of the nomination period, (iii) designating the white proxy card for exclusive use by the Board of the Company, and (iv) updating other requirements for valid nominations and clarifying the treatment of defective nominations.
−Removed: This description of the Second Amended and Restated Bylaws is qualified in its entirety by reference to the complete text of the Second Amended and Restated Bylaws, a copy of which is filed herewith as Exhibit 3.2 to this Quarterly Report on Form 10-Q.
−Removed: The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (and are numbered in accordance with Item 601 of Regulation S-K):
+Added: Trading Plans
+Added: During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
+Added: Indemnification Agreement
+Added: On November 9, 2023, we entered into an indemnification agreement with our Chief Executive Officer (the “Indemnification Agreement”).
+Added: The Indemnification Agreement is in the same form as the indemnification agreements we have entered into with our directors and officers, which forms have been filed with the SEC.
+Added: Change of Corporate Address
+Added: Effective November 8, 2023, we changed the address of our principal executive corporate office.
+Added: The new address is 222 Bellevue Ave., Newport, RI 02840.
+Added: The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (and are numbered in accordance with Item 601 of Regulation S-K):
Articles of Amendment and Restatement for Healthcare Trust, Inc.
6 unchanged sentences
Sixth Amendment, dated October 4, 2021, to the Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P., dated February 14, 2013.
−Removed: Amendment No.
−Removed: 1, dated May 18, 2023, to the Rights Agreement, dated May 18, 2020, between Healthcare Trust, Inc., and Computershare Trust Company, N.A., as Rights Agent.
−Removed: Loan Agreement, dated as of May 24, 2023, among the borrower entities party thereto, Barclays Capital Real Estate Inc., Société Générale Financial Corporation, and KeyBank National Association.
−Removed: Guaranty Agreement, dated as of May 24, 2023, by Healthcare Trust Operating Partnership, L.P.
−Removed: in favor of Barclays Capital Real Estate Inc., Société Générale Financial Corporation, and KeyBank National Association.
−Removed: Environmental Indemnity Agreement, dated as of May 24, 2023, by Healthcare Trust Operating Partnership, L.P.
−Removed: and the borrower entities party thereto, for the benefit of Barclays Capital Real Estate Inc., Société Générale Financial Corporation, and KeyBank National Association.
Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
11 unchanged sentences
(1) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 11, 2016, and incorporated by reference herein.
+Added: (2) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed with the SEC on August 11, 2023, and incorporated by reference herein.
(3) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the SEC on November 14, 2017, and incorporated by reference herein.
2 unchanged sentences
(6) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2021, and incorporated by reference herein.
−Removed: (6) Filed as an exhibit to the Company’s Current Report on Form 8-A filed with the SEC on May 19, 2023, and incorporated by reference herein.
−Removed: (7) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2023, and incorporated by reference herein.
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 thereunto duly authorized.
HEALTHCARE TRUST, INC.
−Removed: /s/ Edward M.
−Removed: Chief Executive Officer and President
+Added: /s/ Michael Anderson
+Added: Michael Anderson
+Added: Chief Executive Officer
(Principal Executive Officer)
1 unchanged sentence
(Principal Financial Officer and Principal Accounting Officer)
−Removed: August 11, 2023
+Added: November 13, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.