o | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o | Soliciting Material Pursuant to Rule 14a-12 |
þ | No fee required. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials: |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount previously paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing party: |
(4) | Date filed: |
Best Regards, | |
Edward K. Aldag, Jr. | |
Chairman, President and CEO |
1. | To elect eight directors; | |
2. | To approve amendments to the Company’s Charter regarding transfer or ownership restrictions on the Company’s common stock; | |
3. | To approve an amendment to the Amended and Restated Medical Properties Trust, Inc. 2004 Equity Incentive Plan to increase by 3,900,000 the number of shares of common stock available (from 2,052 shares as of August 31, 2005) for future awards thereunder; and | |
4. | To transact any other business that properly comes before the meeting. |
By Order of the Board of Directors, | |
Michael G. Stewart | |
Executive Vice President, | |
General Counsel and Secretary |
• | FOR the election of the eight director nominees; | |
• | FOR the approval of amendments to the Company’s Charter regarding transfer or ownership restrictions on the Company’s common stock; and | |
• | FOR the approval to the amendment of the Amended and Restated Medical Properties Trust, Inc. 2004 Equity Incentive Plan to increase by 3,900,000 the number of shares of common stock available (from 2,052 shares as of August 31, 2005) for future awards thereunder. |
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1. | To elect eight directors; | |
2. | To approve amendments to the Company’s Charter regarding transfer or ownership restrictions on the Company’s common stock; and | |
3. | To approve an amendment to the Amended and Restated Medical Properties Trust, Inc. 2004 Equity Incentive Plan to increase by 3,900,000 the number of shares of common stock available (from 2,052 shares as of August 31, 2005) for future awards thereunder. |
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1. | The election of eight nominees to the Board of Directors; | |
2. | The approval of amendments to the Company’s Charter regarding transfer or ownership restrictions on the Company’s common stock; and | |
3. | The approval of an amendment to the Amended and Restated Medical Properties Trust, Inc. 2004 Equity Incentive Plan to increase by 3,900,000 the number of shares of common stock available for awards thereunder. |
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(iii) No Person shall Transfer any shares of Capital Stock if, as a result of the Transfer, the outstanding shares of all classes and series of Capital Stock would be Beneficially Owned by less than 100 Persons (determined without reference to the rules of attribution under Section 544 of the Code). Subject to Section 6.5 of this Article VI and notwithstanding any other provisions contained herein, any Transfer of shares of Capital Stock that, if effective, would result in outstanding shares of all classes and series of Capital Stock being Beneficially Owned by less than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Capital Stock. |
(b) Subject to Section 6.5 of this Article VI, if and to the extent that any class or series of shares of Capital Stock do not constitute Publicly Offered Securities, then no Person shall Transfer any shares of such Capital Stock if, as a result of the Transfer, the Benefit Plan Investors, on any date, hold, individually or in the aggregate, 25 percent or more of the value of such class or series of shares of Capital Stock in violation of 6.4.1(a). |
(a) Subject to Section 6.5 of this Article VI, if any Transfers of shares of Capital Stock occurs which, if effective, would result in any of the Benefit Plan Investors, on any date, holding, individually or in the aggregate, 25 percent or more of the value of such class or series of shares of Capital Stock in violation of 6.4.1 or would otherwise result in the underlying assets and property of the Corporation becoming assets of any ERISA Investor: |
(i) then that number of shares of Capital Stock the holding of which otherwise would cause any Person to violate Section 6.4.1 (rounded upward to the nearest whole share) shall be automatically transferred to a Charitable Trust for the benefit of a Charitable Beneficiary, as described in Section 6.3, effective as of the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire no rights in such shares of Capital Stock; or | |
(ii) if the transfer to the Charitable Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section 6.4.1, then the Transfer of that number of shares of Capital Stock that otherwise would cause any Person to violate Section 6.4.1 shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Capital Stock. |
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Restricted Shares | Option Shares | ||||||||
Name or Category | Granted | Granted | |||||||
Edward K. Aldag, Jr. | 217,805 | — | |||||||
Chairman of the Board, Chief Executive Officer and President | |||||||||
Emmett E. McLean | 93,815 | — | |||||||
Executive Vice President, Chief Operating Officer, Treasurer and Assistant Secretary | |||||||||
R. Steven Hamner | 125,218 | — | |||||||
Director, Executive Vice President and Chief Financial Officer | |||||||||
William G. McKenzie | 52,342 | — | |||||||
Vice Chairman of the Board | |||||||||
Michael G. Stewart | 50,000 | — | |||||||
Executive Vice President, General Counsel and Secretary | |||||||||
All current executive officers as a group | 539,180 | — | |||||||
All current directors who are not executive officers as a group | 87,500 | 112,500 | (1) | ||||||
All employees who are not executive officers as a group | 52,000 | — |
(1) | Includes 12,500 shares issuable upon conversion of deferred stock units. |
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Percentage of | ||||||||||
Number of Shares | Shares | |||||||||
Name of Beneficial Owner | Beneficially Owned | Outstanding(1) | ||||||||
Directors and Executive Officers: | ||||||||||
Edward K. Aldag, Jr. | 499,022 | (2) | 1.25 | % | ||||||
Emmett E. McLean | 199,022 | (3) | * | |||||||
R. Steven Hamner | 199,022 | (4) | * | |||||||
William G. McKenzie | 150,022 | (5) | * | |||||||
Michael G. Stewart | 50,000 | (6) | * | |||||||
Virginia A. Clarke | 24,166 | (7) | * | |||||||
G. Steven Dawson | 50,833 | (8) | * | |||||||
Bryan L. Goolsby | 24,166 | (7) | * | |||||||
Robert E. Holmes, Ph.D. | 31,833 | (8) | * | |||||||
L. Glenn Orr, Jr. | 24,166 | (7) | * | |||||||
All directors and executive officers as a group (10 persons) | 1,300,752 | (9) | 3.25 | % | ||||||
Other Stockholders: | ||||||||||
Friedman Billings Ramsey Group, Inc. | 2,842,762 | (10) | 7.11 | % | ||||||
466 Lexington Avenue | ||||||||||
New York, New York 10017 | ||||||||||
Jeffrey L. Feinberg | 2,399,300 | (11) | 6.00 | % | ||||||
c/o JLF Asset Management, L.L.C | ||||||||||
2775 Via de la Valle, Suite 204 | ||||||||||
Del Mar, CA 92014 |
* | Less than 1% of the outstanding shares of common stock. |
(1) | Based on 39,969,065 shares of common stock outstanding as of August 31, 2005. Shares of common stock that are deemed to be beneficially owned by a stockholder within 60 days after August 31, 2005 are deemed outstanding for purposes of computing such stockholder’s percentage ownership but are not deemed outstanding for the purpose of computing the percentage outstanding of any other stockholder. Except as otherwise indicated in the notes to this table, beneficial ownership includes sole voting and investment power. | |
(2) | Includes 217,805 shares of restricted common stock. | |
(3) | Includes 93,815 shares of restricted common stock. | |
(4) | Includes 125,218 shares of restricted common stock. | |
(5) | Includes 52,342 shares of restricted common stock. | |
(6) | Includes 50,000 shares of restricted common stock. | |
(7) | Includes 6,666 shares of common stock issuable upon exercise of a vested stock option and 17,500 shares of restricted common stock. | |
(8) | Includes 13,333 shares of common stock issuable upon exercise of a vested stock option and 17,500 shares of restricted common stock. |
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(9) | See notes (1) - (8) above. |
(10) | Includes 1,795,571 shares of common stock owned directly by Friedman, Billings, Ramsey Group, Inc., the parent company of Friedman, Billings, Ramsey & Co., Inc., 52,191 shares owned directly by Friedman, Billings, Ramsey & Co., Inc., and 995,000 shares held by various investment funds over which Friedman, Billings, Ramsey Group, Inc., through a wholly-owned indirect subsidiary, exercises shared investment and voting power. |
(11) | Based on Schedule 13G, filed July 25, 2005. Includes shares of common stock held by Jeffrey L. Feinberg, individually, JLF Partners I, L.P., JLF Partners II, L.P. and JLF Offshore Fund, Ltd. to which JLF Asset Management, L.L.C. serves as the management company and/or investment manager. Jeffrey L. Feinberg is the managing member of JLF Asset Management, L.L.C. Jeffrey L. Feinberg and JLF Asset Management, L.L.C. share voting power over these shares. |
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Fees | 2004 | 2003 | |||||||
Audit Fees | $ | 340,598 | $ | 85,000 | |||||
Audit-Related Fees | 223,758 | 0 | |||||||
Tax Fees: | |||||||||
Tax Compliance Fees | 0 | 0 | |||||||
All Other Tax Fees | 3,000 | 0 | |||||||
Total Tax Fees | 3,000 | 0 | |||||||
All Other Fees | 0 | 0 | |||||||
Total | $ | 567,356 | $ | 85,000 | |||||
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G. Steven Dawson (Chairman) | |
Virginia A. Clarke | |
L. Glenn Orr, Jr. |
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Annual Compensation | |||||||||||||||||||||
Other Annual | All Other | ||||||||||||||||||||
Name and Principal Positions | Year | Salary | Bonus | Compensation | Compensation | ||||||||||||||||
Edward K. Aldag, Jr. | 2004 | $ | 350,000 | $ | 350,000 | $ | 50,462 | (1) | $ | 30,769 | (2) | ||||||||||
Chairman of the Board, Chief Executive | 2003 | 145,833 | (3) | 145,833 | 10,492 | (4) | 9,249 | (5) | |||||||||||||
Officer and President | |||||||||||||||||||||
Emmett E. McLean | 2004 | 250,000 | 250,000 | $ | 24,385 | (6) | 15,385 | (2) | |||||||||||||
Executive Vice President, Chief Operating | 2003 | 104,167 | (3) | 104,167 | — | 10,896 | (7) | ||||||||||||||
Officer, Treasurer and Assistant Secretary | |||||||||||||||||||||
R. Steven Hamner | 2004 | 250,000 | 250,000 | $ | 24,385 | (6) | 15,385 | (2) | |||||||||||||
Director, Executive Vice President and | 2003 | 104,167 | (3) | 104,167 | — | 5,918 | (8) | ||||||||||||||
Chief Financial Officer | |||||||||||||||||||||
William G. McKenzie | 2004 | 175,000 | 175,000 | — | — | ||||||||||||||||
Vice Chairman of the Board | 2003 | 72,917 | (3) | 72,917 | — | — | |||||||||||||||
Michael G. Stewart | 2004 | 43,527 | (9) | 42,188 | — | 1,700 | |||||||||||||||
Executive Vice President, General Counsel | 2003 | — | — | — | — | ||||||||||||||||
and Secretary |
(1) | Represents a $12,000 automobile allowance and $25,000 payable to Mr. Aldag to reimburse him for the cost of tax preparation and financial planning services and $13,462 to reimburse Mr. Aldag for his tax liabilities associated with such payment. |
(2) | Represents reimbursement for life insurance premiums of $20,000 for Mr. Aldag and $10,000 for each of Messrs. McLean and Hamner and reimbursement of $10,769 for Mr. Aldag and $5,385 for each of Messrs. McLean and Hamner for tax liabilities associated with such premium reimbursements. |
(3) | For the partial year period from our inception in August 2003 until December 31, 2003. |
(4) | Represents a $7,000 automobile allowance and $3,492 payable to Mr. Aldag to reimburse him for the cost of tax preparation and financial planning services. |
(5) | Represents reimbursement for life insurance premiums of $9,249. |
(6) | Represents a $9,000 automobile allowance and $10,000 for the named executive officers to reimburse them for the cost of tax preparation services and $5,385 for the named executive officers to reimburse them for their tax liabilities associated with such tax preparation cost reimbursement. |
(7) | Represents reimbursement for life insurance premiums of $10,896. |
(8) | Represents reimbursement for life insurance premiums of $5,918. |
(9) | For the partial year period from October 25, 2004, Mr. Stewart’s date of hire, to December 31, 2004. Had Mr. Stewart been employed for the full year 2004, he would have been entitled to a base salary of $225,000 during 2004. Mr. Stewart’s employment agreement was amended effective April 28, 2005. His amended employment agreement provides for an annual base salary of $250,000. |
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Number of Securities | |||||||||||||
Shares of Common Stock | Weighted-Average | Remaining | |||||||||||
to be Issued upon Exercise | Exercise Price of | Available for Future | |||||||||||
of Outstanding Options, | Outstanding Options, | Issuance under Equity | |||||||||||
Plan Category | Warrants and Rights | Warrants and Rights | Compensation Plans | ||||||||||
Equity compensation plans approved by security holders | 112,500 | (1) | $ | 10.00 | 678,680 | (2) | |||||||
Equity compensation plans not approved by security holders | N/A | N/A | N/A | ||||||||||
Total | 112,500 | $ | 10.00 | 678,680 | |||||||||
(1) | Includes 12,500 deferred stock units and stock options for 100,000 shares of common stock granted solely to the Company’s independent directors. |
(2) | Includes 106,000 shares of restricted common stock that were approved by the Compensation Committee in 2004 for issuance immediately following the closing of the Company’s initial public offering which occurred on July 13, 2005. |
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L. Glenn Orr, Jr. (Chairman) | |
G. Steven Dawson | |
Bryan L. Goolsby |
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By Order of the Board of Directors, | |
Michael G. Stewart | |
Secretary |
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The Audit Committee (the “Committee”) will assist the Board of Directors (the “Board”) of Medical Properties Trust, Inc. (the “Company”) in fulfilling its oversight responsibilities including accounting and financial reporting processes, integrity and audits of financial statements, compliance with legal and regulatory requirements, qualifications and independence of the independent auditors, and performance of internal and independent auditors. The Committee will oversee the Company’s accounting and financial reporting process, and the audits of its financial statements, and will assist the Board in monitoring the integrity of the Company’s financial statements, the independent auditors qualifications and independence, the performance of the Company’s internal audit function, and the Company’s compliance with laws and regulations and with the Code of Ethics and Business Conduct. |
The Committee shall be composed of three or more members of the Board of the Company, who shall meet the independence and experience requirements of the New York Stock Exchange, Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission (the “Commission”). No member may serve on more than three public company audit committees unless the Board determines that such service will not impair that member’s ability to effectively serve on the Committee. | |
At least one member shall be an audit committee financial expert in accordance with the rules of the Commission, and at least one member (who may also serve as the audit committee financial expert) shall have accounting or related financial management expertise. All other members shall be financially literate. To effectively perform his or her role, each Committee member will obtain an understanding of the detailed responsibilities of Committee membership as well as the Company’s business, operations and risks. Members shall be appointed by the Board on the recommendation of the Ethics, Nominating and Corporate Governance Committee. Members may be replaced by the Board. |
The Committee shall meet at least quarterly, but it may be appropriate to meet more frequently. The Committee shall set aside a portion of each regular quarterly meeting to meet with the senior executive officers, the internal audit staff and the independent auditors in separate executive sessions. The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. A portion of each meeting may be set aside for a private session with any officer or employee of the Company, the Company’s outside counsel or independent auditor, or any consultant to the Committee. | |
A meeting of the Committee may be called at any time by its Chairman, without notice to or the consent of the Board or management, for the purpose of discussing or reviewing matters under its authority. |
1. | The Committee shall, in its capacity as a committee of the Board, be directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Committee. |
2. | The Committee shall pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditor, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Committee prior to the completion of the audit. The Committee shall meet with the independent auditor prior to the audit to review the planning and staffing of the audit. |
3. | The Committee shall review and evaluate the lead partner of the independent auditor team; evaluate the qualifications, performance and independence of the independent auditor, including whether the auditor’s quality controls are adequate and whether the provision of permitted non-audit services is compatible with maintaining the auditor’s independence, and taking into account the opinions of management and the internal auditor; and present its conclusions to the Board. |
4. | The Committee shall ensure that the lead audit partner and the reviewing partner rotate, as required by law, and consider whether there should be a regular rotation of the independent auditing firm. |
5. | The Committee shall discuss with management and independent auditors significant financial reporting issues and judgments made in connection with preparation of the Company’s financial statements, including significant changes in the selection or application of accounting principles, major issues as to the adequacy of internal controls, and any special steps adopted in light of material control deficiencies. |
6. | The Committee shall review with the independent auditor any audit problems or difficulties and management’s response. Such review shall include any accounting adjustments that were noted or proposed by the auditor but were “passed” (as immaterial or otherwise); review any “management” or “internal control” letters issued, or proposed to be issued, by the independent auditor to the Company and any discussions with the independent auditor’s national office respecting auditing or accounting issues presented by the engagement. |
7. | The Committee shall review and discuss with management and the independent auditors the annual audited financial statements and quarterly financial statements, including the Company’s specific disclosures in Management’s Discussion and Analysis of Financial Condition and Results of Operations and the results of the independent auditor’s reviews of the quarterly financial statements, and recommend to the Board whether the annual audited financial statements should be included in any Form 10-K to be filed by the Company. |
8. | The Committee shall discuss with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements. |
9. | The Committee shall meet annually with the independent public accountants to: |
• | Obtain and review a report from the independent auditor regarding the independent auditor’s internal quality-control procedures, any material issues raised by the most recent internal quality-control or peer review of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding 5 years, any steps taken to deal with any such issues, and all relationships between the independent auditor and the Company. | |
• | Review major changes to the Company’s auditing and accounting principles and practices as suggested by the independent auditor, internal auditors or management. | |
• | Discuss items which could provide a material risk to the Company in the future. | |
• | Obtain from the independent auditor assurance that Section 10A of the Exchange Act has not been implicated. | |
• | Discuss matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit, and in particular: |
• | The auditor’s responsibility under generally accepted auditing standards. | |
• | Significant accounting policies. | |
• | Management judgments and accounting estimates. |
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• | Audit adjustments. | |
• | Auditor’s judgments about the quality of the entity’s accounting principles. | |
• | Other information in documents containing audited financial statements. | |
• | Disagreements with management. | |
• | Consultation with other accountants. | |
• | Major issues discussed with management prior to retention. | |
• | Difficulties encountered in performing the audit. |
10. | The Committee shall oversee the hiring of any independent audit firm personnel into positions within the Company in accordance with the hiring restrictions of the Sarbanes-Oxley Act. |
11. | The Committee shall discuss with management and the independent auditor the Company’s earnings press releases, including the use of “pro forma” or “adjusted” non-GAAP information, as well as financial information and earnings guidance provided to analyst and rating agencies. Such discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made). |
12. | The Committee shall review and discuss any quarterly reports from the independent auditors on: |
• | All critical accounting policies and practices to be used. | |
• | All alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor. | |
• | Other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences. |
13. | The Committee shall discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies. |
14. | The Committee shall establish procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and (b) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. |
15. | The Committee shall review the appointment and replacement of the director of the internal auditing department. |
16. | The Committee shall review any significant matters contained in reports prepared by the internal auditing department and meet privately with the internal audit manager each quarter to discuss concerns relating to internal controls or accounting and auditing matters. |
17. | The Committee shall meet with Company senior management periodically to review: |
• | Major financial risk exposures. | |
• | Material legal issues. | |
• | Plans for disaster recovery. | |
• | Risk Management activities. | |
• | Business issues which may affect financial results. | |
• | Ethical standards and conduct. | |
• | Management Information Systems activities. |
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18. | The Company shall discuss with management the Company’s major financial risk exposure and the steps management has taken to monitor and control such exposure, including the Company’s risk assessment and risk management policies. |
19. | The Committee shall have the authority to retain, to the extent it deems necessary or appropriate, independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Committee in its capacity as a committee of the Board, for payment of compensation to the independent auditor for the purpose of rendering or issuing an audit report and to any advisors employed by the Committee, and ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. |
20. | The Committee shall prepare the report required by the rules of the Commission to be included in the Company’s proxy statement for its annual meeting of stockholders. |
21. | The Committee shall direct any special investigations deemed necessary or appropriate by the Board or any of its committees. |
22. | The Committee shall monitor compliance of the Company’s employees with its standards of business conduct and conflict of interest policies and review reports and disclosures of insider and affiliated party transactions. |
23. | The Committee shall make regular reports to the Board with respect to actions taken by the Committee. |
24. | The Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Committee at its next scheduled meeting. |
25. | The Committee shall review and reassess the adequacy of this Committee’s charter annually and recommend any proposed changes to the Board for approval. |
26. | The Committee shall annually review its own performance. |
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Page | ||||||
ARTICLE 1. DEFINITIONS | B-1 | |||||
ARTICLE 2. COMMON STOCK SUBJECT TO PLAN | B-4 | |||||
2.1 | Common Stock Subject to Plan | B-4 | ||||
2.2 | Add-back of Grants | B-4 | ||||
ARTICLE 3. ELIGIBILITY; GRANTS; AWARD AGREEMENTS | B-4 | |||||
3.1 | Eligibility | B-4 | ||||
3.2 | Awards | B-4 | ||||
3.3 | Provisions Applicable to Section 162(m) Participants | B-5 | ||||
3.4 | Award Agreement | B-5 | ||||
ARTICLE 4. OPTIONS | B-5 | |||||
4.1 | Award Agreement for Option Grant | B-5 | ||||
4.2 | Option Price | B-6 | ||||
4.3 | Qualification for Incentive Stock Options | B-6 | ||||
4.4 | Change in Incentive Stock Option Grant | B-6 | ||||
4.5 | Option Term | B-6 | ||||
4.6 | Option Exercisability and Vesting | B-6 | ||||
4.7 | Fair Market Value | B-7 | ||||
ARTICLE 5. EXERCISE OF OPTIONS | B-7 | |||||
5.1 | Exercise | B-7 | ||||
5.2 | Manner of Exercise | B-7 | ||||
5.3 | Conditions to Issuance of Common Stock | B-8 | ||||
5.4 | Rights as Stockholders | B-8 | ||||
5.5 | Ownership and Transfer Restrictions | B-8 | ||||
5.6 | Limitations on Exercise of Options | B-8 | ||||
ARTICLE 6. STOCK AWARDS | B-9 | |||||
6.1 | Award Agreement | B-9 | ||||
6.2 | Awards of Restricted Common Stock, Restricted Stock Units and Deferred Stock Units | B-9 | ||||
6.3 | Rights as Stockholders | B-9 | ||||
6.4 | Restriction | B-9 | ||||
6.5 | Lapse of Restrictions | B-10 | ||||
6.6 | Repurchase of Restricted Common Stock | B-10 | ||||
6.7 | Escrow | B-10 | ||||
6.8 | Legend | B-10 | ||||
6.9 | Conversion | B-10 |
Page | ||||||
ARTICLE 7. STOCK APPRECIATION RIGHTS | B-10 | |||||
7.1 | Award Agreement for SARs | B-10 | ||||
7.2 | General Requirements | B-10 | ||||
7.3 | Base Amount | B-10 | ||||
7.4 | Tandem SARs | B-11 | ||||
7.5 | SAR Exercisability | B-11 | ||||
7.6 | Value of SARs | B-11 | ||||
7.7 | Form of Payment | B-11 | ||||
ARTICLE 8. PERFORMANCE UNITS | B-11 | |||||
8.1 | Award Agreement for Performance Units | B-11 | ||||
8.2 | General Requirements | B-11 | ||||
8.3 | Performance Period and Performance Goals | B-11 | ||||
8.4 | Payment With Respect to Performance Units | B-12 | ||||
ARTICLE 9. DEFERRALS | B-12 | |||||
ARTICLE 10. ADMINISTRATION | B-12 | |||||
10.1 | Committee | B-12 | ||||
10.2 | Duties and Powers of Committee | B-12 | ||||
10.3 | Compensation; Professional Assistance; Good Faith Actions | B-12 | ||||
ARTICLE 11. MISCELLANEOUS PROVISIONS | B-13 | |||||
11.1 | Transferability | B-13 | ||||
11.2 | Amendment, Suspension or Termination of this Plan | B-13 | ||||
11.3 | Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events | B-13 | ||||
11.4 | Continued Employment | B-15 | ||||
11.5 | Tax Withholding | B-15 | ||||
11.6 | Forfeiture Provisions | B-15 | ||||
11.7 | Limitations Applicable to Section 16 Persons and Performance-Based Compensation | B-15 | ||||
11.8 | Restrictions | B-16 | ||||
11.9 | Restrictive Legend | B-16 | ||||
11.10 | Effect of Plan Upon Option and Compensation Plans | B-16 | ||||
11.11 | Compliance with Laws | B-16 | ||||
11.12 | Titles | B-17 | ||||
11.13 | Governing Law | B-17 |
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2.1 | COMMON STOCK SUBJECT TO PLAN. |
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3.3 | PROVISIONS APPLICABLE TO SECTION 162(m) PARTICIPANTS. |
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4.6 | OPTION EXERCISABILITY AND VESTING. |
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B-7
B-8
B-9
B-10
B-11
B-12
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B-14
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B-16
MEDICAL PROPERTIES TRUST, INC. |
By: |
Edward K. Aldag, Jr. |
Chairman of the Board, President and |
Chief Executive Officer |
B-17
Birmingham, Alabama 35242
205-969-3755 • www.medicalpropertiestrust.com
September 13, 2005
proxy card in the accompanying envelope.
Sincerely, | ||||
/s/ Edward K. Aldag, Jr. | ||||
Edward K. Aldag, Jr. | ||||
Chairman of the Board, Chief Executive Officer and President | ||||
MEDICAL PROPERTIES TRUST, INC.
2005 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 12, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS OF
MEDICAL PROPERTIES TRUST, INC.
October 12, 2005
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
ê Please detach along perforated line and mail in the envelope provided. ê
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSALS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx
1. | To elect eight directors. |
NOMINEES: | ||||||
o | FOR ALL NOMINEES | | m Edward K. Aldag, Jr. m Virginia A. Clarke | |||
o | WITHHOLD AUTHORITY FOR ALL NOMINEES | | m G. Steven Dawson m Bryan L. Goolsby m R. Steven Hamner | |||
o | FOR ALL EXCEPT (See instructions below) | | m Robert E. Holmes, Ph.D. m William G. McKenzie m L. Glenn Orr, Jr. |
| ||
INSTRUCTION: | To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:l |
| ||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o |
FOR | AGAINST | ABSTAIN | ||||||
2. | To approve an amendment to the Amended and Restated Medical Properties Trust, Inc. 2004 Equity Incentive Plan as described in the Proxy Statement. | o | o | o | ||||
3. | To approve amendments to the Company’s Charter related to transfers or ownership restrictions on the Company’s common stock as described in the Proxy Statement. | o | o | o | ||||
With respect to any other item of business that properly comes before the meeting, the proxy holders are authorized to vote the undersigned’s shares in accordance with their best judgment. | ||||||||
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY AND WILL BE VOTED IN ACCORDANCE WITH THE UNDERSIGNED’S INSTRUCTIONS SET FORTH HEREIN. IF NO INSTRUCTIONS ARE PROVIDED, THIS PROXY WILL BE VOTED “FOR” EACH OF THE PROPOSALS DESCRIBED ABOVE. |
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |