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, 2017 (July 14, 2017)
HEALTHCARE TRUST OF AMERICA, INC.
(Exact name of registrant as specified in its charter)

Maryland
 
001-35568
 
20-4738467
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
 
 
 
 
16435 N. Scottsdale Road, Suite 320
 
 
 
 
Scottsdale, Arizona
 
 
 
85254
(Address of principal executive offices)
 
 
 
(Zip Code)
( 480) 998-3478
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
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): o

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. o





Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 14, 2017, the Board of Directors (the “Board”) of Healthcare Trust of America, Inc. (the “Company”) adopted a resolution prohibiting the Company from electing to be subject to Section 3-803 of Subtitle 8 of Title 3 of the Maryland General Corporation Law (the “MGCL”), which is commonly referred to as the Maryland Unsolicited Takeovers Act, unless a proposal to repeal such resolution is first approved by the affirmative vote of at least a majority of the votes cast on the matter by stockholders of the Company entitled to vote generally in the election of directors. Section 3-803 of the MGCL, together with other provisions of Subtitle 8 of Title 3 of the MGCL, permits the board of directors of a Maryland corporation with a class of equity securities registered under the Securities Exchange Act of 1934, as amended, and at least three independent directors to elect to classify the board of directors without stockholder approval.
By adopting this resolution, the Company will be prohibited from classifying the Board without first obtaining stockholder approval. The Company filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland reflecting the adoption of this resolution.
The foregoing summary of the resolution adopted by the Board and the related Articles Supplementary is qualified in its entirety by reference to the text of the Articles Supplementary, which are attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
3.1
Articles Supplementary of Healthcare Trust of America, Inc., dated July 14, 2017.




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 of America, Inc.
 
Date: July 14, 2017
By:
/s/ Scott D. Peters  
 
 
 
Name: Scott D. Peters
 
 
 
Title: Chief Executive Officer, President and Chairman
 





Exhibit 3.1
HEALTHCARE TRUST OF AMERICA, INC.

ARTICLES SUPPLEMENTARY

July 14, 2017
Healthcare Trust of America, Inc., a Maryland corporation (the “ Company ”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “ Department ”) that:
FIRST : Under a power contained in Section 3-802(c) of Title 3, Subtitle 8 of the Maryland General Corporation Law (the “ MGCL ”), the Board of Directors of the Company (the “ Board ”) has resolved to prohibit the Company from electing to be subject to the provisions of Section 3-803 of Title 3, Subtitle 8 of the MGCL, unless a proposal to repeal such resolution is approved by the stockholders of the Company by the affirmative vote of at least a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors.
SECOND : The action to prohibit the Company from becoming subject to Section 3-803 of Title 3, Subtitle 8 of the MGCL without stockholder approval referenced above has been approved by the Board in the manner and by the vote required by law.
THIRD : The undersigned officer acknowledges these Articles Supplementary to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.






IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer, Treasurer and Secretary as of the date first written above.
HEALTHCARE TRUST OF AMERICA, INC.
By: /s/ Scott D. Peters
Name: Scott D. Peters
Title: Chief Executive Officer
ATTEST:
HEALTHCARE TRUST OF AMERICA, INC.
By: /s/ Robert A Milligan
Name: Robert A. Milligan
Title: Chief Financial Officer, Treasurer
and Secretary


[SIGNATURE PAGE TO ARTICLES SUPPLEMENTARY]