Healthcare Trust Of America : Proxy

Section 1: DEF 14A (DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨Preliminary Proxy Statement

¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þDefinitive Proxy Statement

¨Definitive Additional Materials

¨Soliciting Material Pursuant to §240.14a-12

HEALTHCARE TRUST OF AMERICA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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¨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.

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397576799_bestinclasslogoa07.j

16435 N. Scottsdale Road, Suite 320

Scottsdale, Arizona 85254

[phone]

www.htareit.com

LETTER FROM THE BOARD OF DIRECTORS

DEAR STOCKHOLDERS,

Since our listing on the New York Stock Exchange on June 6, 2012, we have been committed to creating a best-in-class owner and operator of medical office buildings in the United States. During this time, we have overseen growth that has tripled the Company's size by investments, which is the result of (i) focusing on increasing our presence in our 20-25 key high growth markets, (ii) improving company efficiencies, and (iii) completing the integration of our full-service operating platform, while at the same time maintaining a conservative and disciplined investment grade balance sheet and delivering growth and stockholder returns that have outperformed both the broader U.S. REIT Index (RMS) Index and SNL U.S. REIT Healthcare Index. As members of the Board of Directors of the Company, we are dedicated to creating stockholder value for the long-term and believe the execution of our objectives by the Company and the changes we have made to our governance structure over the last few years position us well for continued success in the future.

Corporate Governance

The Board of Directors is committed to representing stockholders and adhering to corporate governance best practices. Over the last several years, the Board of Directors has taken several actions that we believe improve our responsiveness to and alignment with stockholders. We have

(i)elected four new independent members to our Board, increasing the skills and expertise of the team and improving diversity, (ii) created the role of an independent lead director, (iii) opted out of the classified board provisions of the Maryland Unsolicited Takeovers Act, which would allow us to stagger the Board of Directors without stockholder approval, and (iv) provided stockholders with proxy access for director nominations and the power to amend the Company's bylaws, subject to certain conditions. As the environment for best practices in governance matters has changed, we believe our Board has responded in a manner in our stockholders' best interests.

Pay-for-Performance

The Compensation Committee of our Board is responsible for the design, implementation and execution of the Company's compensation program with a goal of creating a strong alignment of pay-for-performance. This responsibility includes listening to and considering our stockholders' views and feedback on executive compensation. We review total compensation at year-end in order to ensure that the total compensation for executives is reflective of both performance for the year and broader peer compensation practices. Given our transformative year in 2017 and based upon feedback we received from our stockholders, we engage independent compensation consultants to help ensure that (i) our peer group is reflective of the size and complexity of our business, (ii) our executives' total compensation, including all of the components thereof, including the mix of short-term and long-term compensation, is in-line with our peers, and (iii) our new compensation plan implemented in 2018 included certain changes to reflect stockholders' feedback and increased objective measurements of performance. We believe the changes we made have have improved our NEOs' compensation program and helped to further align our NEOs' interests with those of our stockholders.

2019 Annual Meeting of Stockholders

On behalf of the Board of Directors, we invite you to attend the 2019 Annual Meeting of Stockholders of Healthcare Trust of America, Inc. The meeting will be held on July 9, 2019 at 9:00 a.m. local time, at Westin Kierland, located at 6902 East Greenway Parkway, Scottsdale, Arizona 85254. We look forward to your attendance.

Attached are the Notice of Annual Meeting of Stockholders and proxy statement for the 2019 Annual Meeting of Stockholders. They describe the formal business to be considered and acted upon by the stockholders.

At the 2019 Annual Meeting of Stockholders, we will present a report on the status of our business, our portfolio of properties and other related matters. Our stockholders will also have an opportunity to ask questions at the meeting.

YOUR VOTE IS VERY IMPORTANT. Regardless of the number of our shares you own, it is very important that your shares be represented

at the 2019 Annual Meeting of Stockholders. Accordingly, whether or not you intend to be present at the 2019 Annual Meeting of Stockholders

in person, we urge you to submit your proxy as soon as possible. If you received a paper copy of the proxy materials by mail, you may authorize a proxy to vote your shares by doing any one of the following: go to the Internet site address listed on your proxy or voting instruction card; call the toll-free number listed on your proxy or voting instruction card; or sign, date and return in the pre-addressed envelope provided the enclosed proxy or voting instruction card. If you received only a Notice of Internet Availability of Proxy Materials (the "Notice"), by mail, you may authorize a proxy to vote your shares at the Internet site address listed on your Notice. You may also request a paper copy of the proxy materials by visiting the Internet site address listed on your Notice, calling the toll-free number listed on your Notice or sending an e-mail to the address listed on your Notice. This will not prevent you from voting in person at the 2019 Annual Meeting of Stockholders, but will assure that your vote will be counted if you are unable to attend the 2019 Annual Meeting of Stockholders.

Thank you for your attention to this matter and for your continued support of, and interest in, our Company.

Sincerely,
Scott D. Peters	W. Bradley Blair, II
Chief Executive Officer, President and Chairman	Lead Independent Director
Vicki U. Booth	Roberta B. Bowman
Independent Director	Independent Director
Maurice J. DeWald	Warren D. Fix
Independent Director	Independent Director
Peter N. Foss	Daniel S. Henson
Independent Director	Independent Director
Larry L. Mathis	Gary T. Wescombe
Independent Director	Independent Director

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16435 N. Scottsdale Road, Suite 320

Scottsdale, Arizona 85254

[phone]

www.htareit.com

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 9, 2019

NOTICE IS HEREBY GIVEN that the 2019 Annual Meeting of Stockholders of Healthcare Trust of America, Inc., a Maryland corporation, will be held on July 9, 2019 at 9:00 a.m. local time, at the Westin Kierland, located at 6902 East Greenway Parkway, Scottsdale, Arizona 85254, for the following purposes:

Item

Proposal 1: To consider and vote upon the election of the nine director nominees named in this proxy statement, each to hold office until the 2020 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies.

Proposal 2: To consider and vote upon the approval, on a non-binding, advisory basis, of the compensation of our named executive officers ("NEOs") (Say-on-Pay).

Proposal 3: To consider and vote upon the ratification of the appointment of Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm for the year ending December 31, 2019.

Other Business: To consider and vote upon the transaction of such other business as may properly come before the 2019 Annual Meeting of Stockholders and any postponement or adjournment thereof.

These items are discussed in the accompanying proxy statement. The proxy statement is made a part of this Notice of Annual Meeting. Our stockholders of record as of the close of business on April 18, 2019, are entitled to notice of, and to vote at, the 2019 Annual Meeting of Stockholders. We reserve the right, in our sole discretion, to postpone or adjourn the 2019 Annual Meeting of Stockholders to provide more time to solicit proxies for the meeting. We have made these materials available to you on the Internet, or upon your request, we have delivered printed versions of these materials to you by mail. The proxy materials for the 2019 Annual Meeting of Stockholders, including this Notice of Annual Meeting and the accompanying proxy statement, are being made available to stockholders entitled to vote at the 2019 Annual Meeting of Stockholders on or about May 15, 2019.

Important Notice Regarding Availability of Proxy Materials for the Stockholder Meeting to Be Held on July 9, 2019: Your vote is

important to us and, thus, we urge you to submit your proxy early. You may revoke your proxy at any time prior to its exercise. If you attend the 2019 Annual Meeting of Stockholders, you may vote in person if you wish, even if you previously voted or authorized a proxy to vote your shares. This proxy statement and our 2018 Annual Report on Form 10-K for the year ended December 31, 2018 (the "2018 Annual Report") are available electronically at our website at www.htareit.com. We are utilizing the U.S. Securities and Exchange Commission ("SEC") rules that allow issuers to furnish proxy materials to their stockholders on the Internet. As a result, we are mailing to most of our stockholders the Notice instead of a paper copy of this proxy statement and the 2018 Annual Report. The Notice contains instructions on how to access those documents and authorize your proxy online. The Notice also contains instructions on how each of those stockholders can receive a paper copy of the proxy materials, including this proxy statement, the 2018 Annual Report and a form of proxy card or voting instruction card. All stockholders who do not receive a Notice, such as stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail. We believe these rules allow us to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the 2019 Annual Meeting of Stockholders.

By Order of the Board of Directors,

Robert A. Milligan

Chief Financial Officer, Secretary and Treasurer