Community Healthcare Trust Incorporated filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
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 2, 2024 (
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 2, 2024, Community Healthcare Trust Incorporated (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, as described further in Item 5.07 below, the Company’s stockholders approved the Community Healthcare Trust Incorporated 2024 Incentive Plan (the “2024 Incentive Plan”), which had previously been approved by the Company’s Board of Directors (the “Board”) and Compensation Committee on March 4, 2024, subject to stockholder approval. On April 17, 2024, the Board approved Amendment No. 1 to the 2024 Incentive Plan (“Amendment No. 1”), which became effective upon stockholder approval of the 2024 Incentive Plan, to eliminate the ability for the Company to grant reload options.
A description of the 2024 Incentive Plan is contained under the caption “Approval of Community Healthcare Trust Incorporated 2024 Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on March 14, 2024, and a description of Amendment No. 1 is contained in the Company’s proxy supplement filed with the SEC on April 18, 2024, which descriptions are hereby incorporated by reference. The descriptions of the 2024 Incentive Plan and Amendment No. 1 are qualified in their entirety by reference to the full text of the 2024 Incentive Plan and Amendment No. 1, copies of which are filed hereto as Exhibits 10.1 and 10.2, respectively.
The compensation programs underlying the Company’s prior 2014 Incentive Plan were carried forward and amended to become programs underlying the 2024 Incentive Plan. Such programs (as amended) consist of the Fourth Amended and Restated Alignment of Interest Program, Fourth Amended and Restated Executive Officer Incentive Program, and Second Amended and Restated Non-Executive Officer Incentive Program, copies of which are filed hereto as Exhibits 10.3, 10.4, and 10.5, respectively, and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, held on May 2, 2024, there were present in person or by proxy 25,984,466 shares of the Company’s common stock, representing approximately 93.83% of the total outstanding eligible shares. Set forth below are the voting results for the proposals considered and voted upon at the Annual Meeting.
1. The election of six directors to the Board, each to serve a one-year term expiring in 2025.
The following six directors were elected based on the following vote total:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Cathrine Cotman | 23,377,233 | 721,737 | 1,885,496 | |||
| David Dupuy | 23,823,734 | 275,236 | 1,885,496 | |||
| Alan Gardner | 23,340,308 | 758,662 | 1,885,496 | |||
| Claire Gulmi | 23,362,599 | 736,371 | 1,885,496 | |||
| Robert Hensley | 23,805,891 | 293,079 | 1,885,496 | |||
| Lawrence Van Horn | 22,959,358 | 1,139,612 | 1,885,496 |
2. The approval of the 2024 Incentive Plan.
The stockholders approved the 2024 Incentive Plan by the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 16,259,477 | 7,787,822 | 51,671 | 1,885,496 |
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3. The approval, on a non-binding advisory basis, of a resolution approving the Company’s compensation of its named executive officers.
The stockholders approved, on a non-binding advisory basis, the Company’s compensation of its executive officers by the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 22,085,036 | 1,976,927 | 37,007 | 1,885,496 |
4. The ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for 2024.
The stockholders ratified the appointment of BDO USA, P.C. based on the following vote totals:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 25,324,561 | 641,294 | 18,611 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
Description of Exhibits | |
| 10.1 | Community Healthcare Trust Incorporated 2024 Incentive Plan | |
| 10.2 | Community Healthcare Trust Incorporated 2024 Incentive Plan Amendment No. 1 | |
| 10.3 | Community Healthcare Trust Incorporated Fourth Amended and Restated Alignment of Interest Program | |
| 10.4 | Community Healthcare Trust Incorporated Fourth Amended and Restated Executive Officer Incentive Program | |
| 10.5 | Community Healthcare Trust Incorporated Second Amended and Restated Non-Executive Officer Incentive Program | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) | |
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SIGNATURE
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.
| COMMUNITY HEALTHCARE TRUST INCORPORATED | ||
| By: | /s/ William G. Monroe IV | |
| William G. Monroe IV | ||
| Executive Vice President and Chief Financial Officer | ||
| Date: May 2, 2024 | ||
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