Medical Properties Trust Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of nine director nominees named in the proxy to serve until the 2027 annual meeting.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding, advisory 'say-on-pay' vote to approve the compensation disclosed for named executive officers.

   More detail

   This advisory management proposal asks shareholders to approve, on a non-binding basis, the company’s named executive officers’ compensation as disclosed in the Compensation Discussion and Analysis and accompanying tables. Management frames the ask as a stockholder feedback mechanism—although non-binding, the Compensation Committee and Board commit to consider the vote outcome in future compensation decisions. The proposal arises in the context of prior lower support (58.3% approval in 2025) and ongoing adjustments to pay design (e.g., introduction of Actual Realized Compensation disclosure, reductions to CEO target compensation in 2025) to improve pay-for-performance alignment. Approving this management proposal signals investor acceptance of the current compensation philosophy, including significant performance-based equity components (e.g., TSR-based awards with rigorous hurdles) and specific 2025 changes (reduced CEO target pay, rigorous TSR thresholds, and supplemental metrics). A rejection would convey stockholder dissatisfaction and may prompt further changes to incentive design, disclosure, or governance practices. The Board recommends a FOR vote, citing the program’s pay-for-performance structure, governance safeguards (independent Compensation Committee, clawback policy), and recent shareholder engagement that informed plan design.

4. 4

   Approval of the Medical Properties Trust, Inc. Second Amended and Restated 2019 Equity Incentive Plan

   ManagementBoard: FOR

   Approve an amendment and restatement of the 2019 Equity Incentive Plan to increase the share reserve by 12,000,000 shares and clarify share recycling rules among other updates.

   More detail

   Management seeks stockholder approval to amend and restate the existing 2019 Equity Incentive Plan to add 12,000,000 shares to the plan reserve and to codify share-counting and recycling rules—specifically disallowing the re-addition to the reserve of shares delivered or withheld to cover the exercise price or taxes on options and SARs, while permitting add-back for forfeitures or shares withheld for tax on full-value awards. The board frames the request as necessary to continue competitive grants to retain and incentivize employees and directors, citing a low 0.45% three-year burn rate, time- and performance-based vesting, and shareholder-friendly terms (no repricing without stockholder approval, no evergreen). The plan changes materially affect dilution dynamics and share accounting. The Board recommends FOR based on its compensation strategy, peer analysis, and governance controls; a negative vote would constrain the company’s ability to grant equity and could affect retention and incentive programs.

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When is the Medical Properties Trust Inc 2026 annual meeting?

Medical Properties Trust Inc (MPT) holds its 2026 annual shareholder meeting on Thursday, May 28, 2026.

What is the record date for the Medical Properties Trust Inc 2026 meeting?

The record date for the Medical Properties Trust Inc 2026 meeting is Thursday, March 19, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Medical Properties Trust Inc's 2026 meeting?

The board is presenting 9 director nominees at the Medical Properties Trust Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Medical Properties Trust Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Medical Properties Trust Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.