Healthcare Realty Trust (HR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 20, 2025, to elect 11 directors, ratify the auditor, and hold a say-on-pay vote.

• Board recommends voting FOR all director nominees, auditor ratification, and executive compensation.

• Record date for voting is March 27, 2025, with 350,996,169 shares outstanding.

• Proxy materials are distributed electronically, with options for mail or email upon request.

Voting matters and shareholder proposals

• Election of 11 directors for one-year terms.

• Ratification of BDO USA, P.C. as independent auditor for 2025.

• Non-binding advisory vote on executive compensation (say-on-pay).

• Board recommends FOR all proposals.

• Shareholders may submit proposals or director nominations for the 2026 meeting by December 9, 2025.

Board of directors and corporate governance

• Board reduced from 13 to 11 members in 2024, with five retirements and three new directors added.

• Board chair and CEO roles are separated; independent chair presides over executive sessions.

• All committees are composed of independent directors.

• Proxy access allows qualifying shareholders to nominate directors.

• Board diversity includes three women and two racial/ethnic minorities among nominees.