8-K

MEDICAL PROPERTIES TRUST, INC.

Date: June 3, 2025

/s/ R. Steven Hamner

R. Steven Hamner, Executive Vice President and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 29, 2025

MEDICAL PROPERTIES TRUST, INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland

001-32559

20-0191742

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


1000 Urban Center Drive, Suite 501
Birmingham, Alabama		35242
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 205 969-3755

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.001 per share, of Medical Properties Trust, Inc

MPW

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

Medical Properties Trust, Inc.’s (the “Company”) annual meeting of stockholders was held on May 29, 2025. As of March 18, 2025, the Company’s record date, there were 601,969,612 shares of common stock outstanding and entitled to vote. At the annual meeting, 381,110,311 shares of common stock were represented in person or by proxy and, therefore, a quorum was present. Set forth below are the final voting results for each matter voted upon, including the number of votes that were cast for and against each nominee or proposal, and the number of abstentions and broker non-votes, as applicable. For more information about each proposal, see the Company’s definitive proxy statement, dated April 17, 2025.

Proposal 1: The election of nine directors to the board of directors of the Company, to serve until the next annual meeting of stockholders in 2026 or until their respective successors are elected and qualify:


Nominee:	For:	Against:	Abstentions:	Broker Non-Votes:
Edward K. Aldag, Jr.	231,328,734	15,474,848	5,507,720	128,799,009
G. Steven Dawson	226,218,275	20,448,974	5,644,053	128,799,009
R. Steven Hamner	232,307,486	14,459,798	5,544,018	128,799,009
Caterina A. Mozingo	237,063,197	9,576,899	5,671,206	128,799,009
Emily W. Murphy	236,491,208	10,165,029	5,655,065	128,799,009
Elizabeth N. Pitman	230,402,552	16,247,802	5,660,948	128,799,009
D. Paul Sparks, Jr.	233,075,889	13,469,149	5,766,264	128,799,009
Michael G. Stewart	228,787,254	17,737,397	5,786,651	128,799,009
C. Reynolds Thompson, III	202,850,473	43,675,168	5,785,661	128,799,009

Proposal 2: The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025:


For:	Against:	Abstentions:	Broker Non-Votes:
370,848,874	5,087,420	5,174,017	—

Proposal 3: The non-binding, advisory vote on named executive officer compensation was approved by the following votes:


For:	Against:	Abstentions:	Broker Non-Votes:
144,439,145	103,179,926	4,692,231	128,799,009

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit Number		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SEC Form 8-K filed by Medical Properties Trust Inc.