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Shareholder Communication June 25, 2019

Dear HTA Shareholder,

On July 9th, Healthcare Trust of America (NYSE: HTA) will hold its annual meeting and many of you will cast your proxy ballots this week. Our Board of Directors is committed to high levels of corporate governance and transparency and we recommend voting “For” all proposals on the ballot. Over the last 3 years, we have taken many actions that have increased our Company’s diversification, access for shareholders, and overall governance as outlined below. We would appreciate the opportunity to talk with you on our actions and ballot. Please let us know a good time next week if you are interested in speaking.

We would like to note that ISS recently came out with a recommendation to vote against members of our corporate governance committee, because our shareholder access actions did not allow for 100% access to any and all shareholders, no matter their size or ownership position. Instead, we took the same as approach as many of the Blue Chip REITS, including Ventas and Avalon Bay, and provided complete access to shareholders, subject only to low levels of ownership requirements. We disagree with ISS’s recommendation based on the strong actions our Board has taken and which have resulted in Green Street ranking HTA’s corporate governance well above average for REITs and Healthcare REITs.

Key Corporate Governance Actions over the last 3 years:


  • Adopted bylaw amendments to provide stockholders with proxy access for director nominations subject to certain conditions and to grant stockholders the power to approve direct bylaw amendments on specified terms. 
  • Implemented a Board member retirement age of 78 (with a two-year transitional period).
  • Increased Board diversification.
  • Evaluated and established an updated evaluation framework for our NEO’s 2018 incentive plan.


  • Opted out of the provisions of MUTA that would allow a staggered board without prior stockholder approval.
  •  Revised the Board of Directors’ Committee composition.


  • Appointed a lead independent director to the Board of Directors.
  • Eliminated the CEO’s single trigger “walkaway” severance right in concert with the CEO in response to stockholder feedback. 2015
  • Appointed the first new independent director to the Board of Directors since listing in 2012.
  • Removed the gross acquisitions target as a performance metric under the annual compensation incentive plan in response to stockholder feedback.

We appreciate your time on these matters.

Robert Milligan