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PHYSICIANS REALTY TRUST FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

August 7, 2014



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 7, 2014, at the Annual Meeting of Shareholders (the "2014 Annual Meeting") of Physicians Realty Trust (the "Company"), the Company's shareholders approved an amendment to the Physicians Realty Trust 2013 Equity Incentive Plan (the "plan") to increase the number of common shares authorized for issuance under the plan by 1,850,000 common shares. The Company's compensation, nominating and governance committee previously approved the amendment to the plan on May 6, 2014, subject to shareholder approval. The amendment to the plan became effective with such shareholder approval on August 7, 2014.

A description of the plan, as amended, is included as part of Proposal No. 3 in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 23, 2014 (the "Proxy Statement"), which description is incorporated herein by reference. The description of the plan, as amended, contained in the Proxy Statement is qualified in its entirety by the full text of the plan, as amended, a copy of which is filed as Exhibit 10.1 to this report, and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held the 2014 Annual Meeting on August 7, 2014 in Milwaukee, Wisconsin. The shareholders considered and voted on three proposals submitted for shareholder vote, each of which are more fully described in the Proxy Statement. The following is a brief description of the matters voted on at the 2014 Annual Meeting and the final results of such voting.

Proposal No. 1. Election of Trustees. The individuals listed below were elected to the Board of Trustees, each of whom will serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified: For Withheld Abstained Broker Non-votes John T. Thomas 21,979,166 2,433,832 - 7,556,913 Tommy G. Thompson 20,886,903 3,526,095 - 7,556,913 Stanton D. Anderson 24,172,223 240,775 - 7,556,913 Mark A. Baumgartner 21,984,457 2,428,541 - 7,556,913 Albert C. Black, Jr. 24,177,108 235,890 - 7,556,913 William A. Ebinger, M.D. 24,196,788 216,210 - 7,556,913 Richard A. Weiss 14,173,461 10,239,537 - 7,556,913



Proposal No. 2. Ratification of Independent Registered Public Accounting Firm. A proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2014 was approved as follows:

For Against Abstained Broker Non-votes 31,668,653 276,937 24,321 -



Proposal No. 3. Approval of an Amendment to the Physicians Realty Trust 2013 Equity Incentive Plan. A proposal to approve the amendment to the plan to increase the number of common shares authorized for issuance under the plan by 1,850,000 common shares was approved as follows:

For Against Abstained Broker Non-votes 22,470,613 1,894,922 47,460 - 2



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Item 9.01. Financial Statement and Exhibits.

(d) Exhibits 10.1 Physicians Realty Trust 2013 Equity Incentive Plan, as amended

effective August 7, 2014 3



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Source: Edgar Glimpses


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