Healthpeak Properties Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 21, 2024, Healthpeak Properties, Inc. (“Healthpeak” or the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to its merger with Physicians Realty Trust, a Maryland real estate investment trust (“Physicians Realty Trust”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated October 29, 2023, by and among the Company, DOC DR Holdco, LLC (formerly known as Alpine Sub, LLC) (“DOC DR Holdco”), a Maryland limited liability company and a wholly owned subsidiary of Healthpeak, DOC DR, LLC (formerly known as Alpine OP Sub, LLC) (“DOC DR OP Sub”), a Maryland limited liability company and a wholly owned subsidiary of Healthpeak OP, LLC, Physicians Realty Trust, and Physicians Realty L.P., a Delaware limited partnership.
As of January 8, 2024, the record date for the Special Meeting, there were outstanding 547,157,782 shares of Healthpeak common stock, par value $1.00 per share (“Healthpeak common stock”). Three proposals were voted upon by the stockholders of Healthpeak at the Special Meeting. The voting results of those matters were as follows:
Proposal 1: The Healthpeak Common Stock Issuance Proposal
Proposal 1 (the “Healthpeak Common Stock Issuance Proposal”), to approve the issuance of Healthpeak common stock in connection with the transactions contemplated by the Merger Agreement, was approved, with the following vote counts:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 456,736,650 | 11,923,576 | 329,563 | — |
Proposal 2: The Healthpeak Charter Amendment Proposal
Proposal 2 (the “Healthpeak Charter Amendment Proposal”), to approve an amendment to the charter of the Company to increase the authorized shares of Healthpeak common stock from a total of 750,000,000 to 1,500,000,000 shares, was approved, with the following vote counts:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 454,341,776 | 14,299,610 | 348,403 | — |
Proposal 3: The Healthpeak Adjournment Proposal
Proposal 3, to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Healthpeak Common Stock Issuance Proposal and/or the Healthpeak Charter Amendment Proposal if there are insufficient votes at the time of such adjournment to approve such proposals, was approved but deemed not necessary because there was a quorum present and there were sufficient proxies at the time of the Special Meeting to approve the Healthpeak Common Stock Issuance Proposal and the Healthpeak Charter Amendment Proposal.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 422,711,138 | 45,874,415 | 404,236 | — |
Item 7.01 Regulation FD Disclosure.
On February 21, 2024, the Company and Physicians Realty Trust issued a joint press release announcing the results of their special meetings of stockholders and shareholders, respectively, related to the transactions contemplated by the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference in this Item 7.01.
The foregoing information in this Item 7.01, including the information contained in the press release in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.
Item 8.01 Other Events.
Based on the results of the special meetings of stockholders and shareholders of the Company and Physicians Realty Trust, respectively, the transactions contemplated by the Merger Agreement (the “Transactions”) are expected to be consummated on or around March 1, 2024, subject to the satisfaction or waiver of certain other closing conditions as described in the Merger Agreement.
Provided the Transactions are consummated on March 1, 2024, Healthpeak common stock is expected to begin trading under the ticker symbol “DOC” at the open of trading on The New York Stock Exchange on Monday, March 4, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No | Description | |||||||
| 99.1 | Press release dated February 21, 2024 | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||
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.
| Dated: February 21, 2024 | Healthpeak Properties, Inc. | |
| By: | /s/ Peter A. Scott | |
| Peter A. Scott | ||
| Chief Financial Officer | ||