Medical Properties Trust Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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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 December 8, 2023 (the “Grant Date”), the Compensation Committee (the “Committee”) of the Board of Directors of Medical Properties Trust, Inc. (the “Company”) granted performance-based restricted stock awards (the “Awards”) to all employees of the Company, other than the Company’s Chief Executive Officer and Chief Financial Officer, covering an aggregate of 2,500,000 shares of common stock of the Company (the “Shares”) at the target level of achievement. The Awards were granted under the Company’s Amended and Restated 2019 Equity Incentive Plan (the “2019 Plan”) and will be earned only if the Company’s share price increases by approximately 50% from the date of grant, as follows:
Stock Price Hurdle |
Percentage of Target Shares Earned | |||
$7.00 (49% increase above the Grant Date stock price) |
100 | % | ||
$8.50 (81% increase above the Grant Date stock price) |
200 | % | ||
$10.00 (113% increase above the Grant Date stock price) |
300 | % |
The purpose of the Awards is to motivate and retain employees to help execute the Company’s strategic business plan and restore shareholder value. In determining the appropriateness of granting, and the structure of, the Awards, the Committee was advised by its independent compensation consultant.
The actual number of Shares to be earned pursuant to the Awards will be determined based on a trailing 20-trading day average closing price of the Company’s common stock during the four-year period following the Grant Date (the “Performance Period”). Earned Shares will vest in equal quarterly installments over two years following the date that the Committee makes a determination of achievement of the performance metrics, subject to the grantee’s continued employment through such date, provided that all unvested earned Shares will vest in full following the end of the four-year performance period.
A copy of the form of award agreement for the Awards is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the terms of the Awards is qualified in its entirety by reference to the full text of such form of award agreement.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description | |
10.1 | Form of Award Agreement for Restricted Stock | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
MEDICAL PROPERTIES TRUST, INC. | ||
By: | /s/ R. Steven Hamner | |
Name: | R. Steven Hamner | |
Title: | Executive Vice President and Chief Financial Officer |
Date: December 14, 2023