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Form 8-K HEALTHCARE TRUST OF AMER For: Dec 03

December 8, 2014 6:02 AM EST



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): December 5, 2014 (December 3, 2014)
HEALTHCARE TRUST OF AMERICA, INC.
(Exact name of registrant as specified in its charter)

Maryland
001-35568
20-4738467
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
16435 N. Scottsdale Road, Suite�320
Scottsdale, Arizona
85254
(Address of principal executive offices)
(Zip Code)
(480) 998-3478
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
o
Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule�14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule�13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item�5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements with Certain Officers.
On December 3, 2014, the Board of Directors (the Board) of Healthcare Trust of America, Inc. (the Company) approved an extension of the term of the Companys employment agreement (the Employment Agreement) with Scott D. Peters, the Chief Executive Officer, President and Chairman of the Board of the Company, by one year through January 1, 2018 pursuant to a letter agreement (the Letter Agreement) dated December 3, 2014. In all other respects, the existing terms of the Employment Agreement continue in effect.
A copy of the Letter Agreement is attached hereto as Exhibit 10.1.

Item�8.01
Other Events.
On December 3, 2014, the independent members of the Companys Board created the position of lead independent director (the Lead Independent Director), and appointed W. Bradley Blair, II to serve as the Companys Lead Independent Director, effective immediately, for an initial term of two years, to be elected annually thereafter. Mr. Blair has served as an independent director of the Company since September 2006.
In connection with the appointment of Mr. Blair, the Board adopted an amended set of Corporate Governance Guidelines (the Guidelines), which were updated to reflect the creation of a Lead Independent Director. A copy of the Guidelines is posted on the Companys website at http://www.htareit.com.

Item�9.01
Financial Statements and Exhibits.
(d) Exhibits.
10.1
Letter Agreement between Healthcare Trust of America, Inc. and Scott D. Peters dated December 3, 2014.





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 hereunto duly authorized.
Healthcare Trust of America, Inc.�
Date: December 5, 2014�
By:
/s/ Scott D. Peters �
Name: Scott D. Peters
Title: Chief Executive Officer, President and Chairman







Exhibit 10.1


December 3, 2014

Mr. Scott D. Peters
c/o Healthcare Trust of America, Inc.
16435 North Scottsdale Road, Suite 320
Scottsdale, AZ 85254

Re:
Extension of Amended And Restated Employment Agreement

Dear Scott:

Reference is made to the Amended and Restated Employment Agreement between you and Healthcare Trust of America, Inc. (the Company), dated as of January 3, 2013 (the Employment Agreement). This letter is to confirm our agreement, pursuant to Section 2 of the Employment Agreement, that the term of the Employment Agreement will be extended by one year so that the Employment Period (as defined in the Employment Agreement) will be scheduled to end on January 1, 2018 (subject to earlier termination as provided in Section 7 of the Employment Agreement).
Except as expressly set forth herein, the Employment Agreement shall remain in full force and effect in accordance with its current terms. This letter may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
If this letter accurately sets forth our understanding with respect to the foregoing matters, please indicate your acceptance by signing this letter and returning it to the undersigned. This letter shall be a binding agreement between the Company and you. A duplicate copy of this letter is included for your records. ��������������������
Healthcare Trust of American, Inc.
By:
/s/ Robert A. Milligan
Its:
Chief Financial Officer
Accepted and Agreed:
/s/ Scott D. Peters
Scott D. Peters
Date: December 3, 2014






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