UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 8, 2024 (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 unit awards (the “Awards”) to Edward K. Aldag, Jr. and R. Steven Hamner, the Company’s Chief Executive Officer and Chief Financial Officer, respectively, covering an aggregate of 2,700,000 restricted stock units (the “RSUs”) at the target level of achievement. The RSUs may be settled only in cash and the cash payment will be calculated based on the average closing price of the Company’s common stock on the five trading days ending on the vesting date. The Awards were granted under the Company’s Amended and Restated 2019 Equity Incentive Plan (the “2019 Plan”) and will be eligible to vest only if the Company’s share price reaches certain appreciation hurdles, as follows:
| Stock Price Hurdle |
Percentage of Target RSUs Earned | |
| $7.00 (67% increase above the Grant |
100% | |
| $8.50 (103% increase above the Grant |
200% | |
| $10.00 (139% increase above the Grant |
300% |
The purpose of the Awards is to motivate and retain these key executives 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 RSUs to be earned pursuant to the Awards will be determined based on the trailing 20-trading day average closing price of the Company’s common stock during the four-year period ending on December 31, 2027 (the “Performance Period”). Earned RSUs will become vested on the earlier of equal quarterly installments over the first year from the date the RSUs are earned or the date that the Committee makes a determination of achievement of the performance metrics following the end of the four-year Performance Period, subject to the grantee’s continued employment through such date.
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 Units | |
| 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: March 14, 2024