Healthcare Realty Trust Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six nominees as directors to serve one-year terms expiring at the 2027 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

3. 3

   Non-Binding Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Advisory (non-binding) 'say-on-pay' vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed compensation of its named executive officers (a "say-on-pay" vote). Management and the Compensation and Human Capital Committee seek shareholder approval to confirm that the Company’s compensation framework — which relies heavily on at-risk, performance-based cash and equity incentives tied to metrics such as normalized FFO per share, same-store NOI growth, ESG goals, and relative and absolute TSR — appropriately aligns executive interests with long-term stockholder value and supports retention and recruitment (including recent one-time make-whole and retention grants). The Company discloses that a substantial portion of NEO pay is performance-based (over 80% for NEOs, and 65% for the CEO in long-term equity), and that the Committee uses independent advisors, peer group benchmarking, clawback policy, and multi-year vesting and double-trigger change-in-control protections to mitigate misalignment and risk. Company-specific context includes the appointment of a new CEO in 2025, a one-time make-whole restricted stock award to the CEO, significant equity and cash incentive structures tied to multi-year performance periods, and prior strong shareholder support (87.1% say-on-pay in 2025). Because the vote is non-binding, a favorable result signals investor support for the Board’s approach and sustains current program design; a negative result would prompt the Board and Compensation Committee to review and consider changes and to engage with stockholders. The Board recommends FOR because it believes the program rewards performance, aligns pay with the Company’s strategic goals, and is structured to mitigate short-term risk-taking while facilitating retention of key executives. Investors should weigh the Board’s safeguards and performance linkages against potential concerns such as the magnitude of certain one-time awards and overall CEO total compensation when assessing the proposal’s merits. The Company indicates it will carefully consider the outcome of the advisory vote and investor feedback in designing future compensation policies.

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When is the Healthcare Realty Trust Inc 2026 annual meeting?

Healthcare Realty Trust Inc (HR) holds its 2026 annual shareholder meeting on Tuesday, May 19, 2026.

What is the record date for the Healthcare Realty Trust Inc 2026 meeting?

The record date for the Healthcare Realty Trust Inc 2026 meeting is Thursday, March 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Healthcare Realty Trust Inc's 2026 meeting?

The board is presenting 6 director nominees at the Healthcare Realty Trust Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Healthcare Realty Trust Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Healthcare Realty Trust Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.