Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year. OnMay 21, 2020 , the Board of Directors (the "Board") ofMedical Properties Trust, Inc. (the "Company") amended the Second Amended and Restated Bylaws of the Company (the "Bylaws") to expressly delineate the authority of the Company's Chief Executive Officer with respect to the appointment, removal, replacement and other matters regarding Vice Presidents, Assistant Vice Presidents, Assistant Treasurers, Assistant Secretaries and other similar subordinate officers of the Company. This amendment is effective as ofMay 21, 2020 . The foregoing description of the amendment to the Bylaws is not complete and is qualified in its entirety by reference to the copy of such amendment filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Company's annual meeting of stockholders was held on
(b) All of the proposals considered at the annual meeting were approved, including the election of all director nominees. 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. Proposal 1: The election of eight directors to the Board, to serve until the next annual meeting of stockholders in 2021 or until their respective successors are elected and qualify: Nominee: For: Against: Abstentions: Broker Non-Votes: Edward K. Aldag, Jr. 393,537,309 11,919,177 677,730 63,480,093 G. Steven Dawson 391,216,420 14,352,441 565,355 63,480,093 R. Steven Hamner 365,149,348 40,419,906 564,962 63,480,093 Caterina A. Mozingo 403,238,094 2,334,402 561,720 63,480,093 Elizabeth N. Pitman 400,329,906 5,245,332 558,978 63,480,093 C. Reynolds Thompson, III 399,373,102 6,126,244 634,870 63,480,093 D. Paul Sparks, Jr. 401,616,410 3,895,560 622,246 63,480,093 Michael G. Stewart 397,158,660 8,368,275 607,281 63,480,093 Proposal 2: The ratification of the appointment ofPricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year endingDecember 31, 2020 :
For: Against: Abstentions: Broker Non-Votes: 462,055,374 6,712,154 846,781
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Proposal 3: The approval of a non-binding, advisory resolution approving named executive officer compensation:
For: Against: Abstentions: Broker Non-Votes: 385,515,258 18,568,319 2,050,639 63,480,093
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 3.1 Amendment to Second Amended and Restated Bylaws ofMedical Properties Trust, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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