UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 30, 2017
Community Healthcare Trust Incorporated
(Exact Name of Registrant as Specified in Charter)
|
Maryland |
|
001-37401 |
|
46-5212033 |
|
(State or Other Jurisdiction
|
|
(Commission
|
|
(IRS Employer
|
|
3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee 37067 |
|
|
(Address of Principal Executive offices) |
|
Registrant’s telephone number, including area code: (615) 771-3052
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 x
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. x
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment No. 2 to 2014 Incentive Plan
On November 1, 2016, the Board of Directors (the “Board”) of Community Healthcare Trust Incorporated (the “Company”) approved and adopted, subject to stockholder approval, Amendment No. 2 (the “Second Amendment”) to the Company’s 2014 Incentive Plan, as amended (the “Incentive Plan”). As previously disclosed on the Company’s Form 8-K, filed on May 31, 2017, the Company’s stockholders approved the Second Amendment at the Company’s 2017 Annual Meeting of Stockholders held on May 30, 2017. The Second Amendment revises the Incentive Plan to include an “evergreen provision,” which automatically increases, on an annual basis, the number of shares of common stock available for issuance under the Incentive Plan to an amount equal to 7% of the total number of shares of common stock outstanding on December 31 of the immediately preceding year. Further, the Second Amendment also establishes March 31, 2024 as the termination date of the Incentive Plan and increases the number of shares that may be awarded in any calendar year to any eligible person who is subject to Section 162(m) of the Internal Revenue Code of 1986, as amended, from 75,000 shares of common stock to 150,000 shares of common stock.
The foregoing summary of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.
Amendment No. 3 to 2014 Incentive Plan
On June 28, 2017, the Board, upon the recommendation of the Compensation Committee of the Board, approved and adopted Amendment No. 3 (the “Third Amendment”) to the Incentive Plan. The Third Amendment modifies the definition of “change in control” to provide for a less “liberal” definition of a “change in control”. The “change in control” definition now provides, among other provisions, that securities issued under the Incentive Plan will vest upon the consummation of a merger or consolidation of the Company rather than in the case of a pending or threatened takeover bid or tender offer and if at any time during any 24-month period at least a majority of the Board shall cease to consist of previous directors of the Company, with certain exceptions.
The foregoing summary of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is filed as Exhibit 10.2 hereto, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit
|
|
Description of Exhibits |
|
10.1 |
|
Amendment No. 2 to the 2014 Incentive Plan of Community Healthcare Trust Incorporated |
|
10.2 |
|
Amendment No. 3 to the 2014 Incentive Plan of Community Healthcare Trust Incorporated |
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/ W. Page Barnes |
|
|
Name: |
W. Page Barnes |
|
|
Title: |
Executive Vice President and Chief Financial Officer |
|
|
|
|
|
Date: July 17, 2017 |
|
|
Exhibit 10.1
AMENDMENT NO. 2
TO THE
2014 INCENTIVE PLAN
OF
COMMUNITY HEALTHCARE TRUST INCORPORATED
May 30, 2017
The Compensation Committee of Community Healthcare Trust Incorporated, a Maryland corporation (the “ Corporation ”), does hereby approve and adopt the following Amendment No. 2 to the Corporation’s 2014 Incentive Plan (as amended by Amendment No. 1 to the 2014 Incentive Plan of the Corporation, the “ Incentive Plan ”), effective as of the date set forth above, pursuant to the Articles of Incorporation, as amended, of the Corporation, the Bylaws, as amended, of the Corporation and the Maryland General Corporation Law (the “ MGCL ”). All capitalized terms used herein but not otherwise defined shall have the same meaning as provided in the Incentive Plan.
FIRST , the Incentive Plan is hereby amended by deleting Section 3.1 in its entirety and replacing it with the following:
3.1. Number of Shares . Subject to the following provisions of this Article 3, the aggregate number of shares of Common Stock that may be issued pursuant to all Awards under the Plan shall be equal to seven percent (7%) of the total number of shares of Common Stock outstanding on December 31 of the immediately preceding year. The shares of Common Stock to be delivered under the Plan will be made available from authorized but unissued shares of Common Stock or issued shares that have been reacquired by CHCT. To the extent that an Award becomes unrestricted or is forfeited, the shares of Common Stock covered thereby will no longer be charged against the foregoing maximum share limitations and may again be made subject to Awards under the Plan. The maximum number of shares that may be awarded in any calendar year to an Eligible Person who is subject to the Code Section 162(m) compensation limit is one hundred and fifty thousand (150,000) shares.
SECOND , the Incentive Plan is hereby amended by deleting Section 9.2 in its entirety and replacing it with the following:
9.2 Termination . The Plan shall continue until terminated by the Board in its sole discretion or March 31, 2024. No termination of the Plan shall adversely affect any Award theretofore granted without the consent of the Participant or the permitted transferee of the Award.
THIRD, except as hereinabove amended, the Corporation’s Incentive Plan is to continue in full force and effect.
Exhibit 10.2
AMENDMENT NO. 3
TO THE
2014 INCENTIVE PLAN
OF
COMMUNITY HEALTHCARE TRUST INCORPORATED
June 28, 2017
The Compensation Committee of Community Healthcare Trust Incorporated, a Maryland corporation (the “ Corporation ”), does hereby approve and adopt the following Amendment No. 3 to the Corporation’s 2014 Incentive Plan (as amended by Amendments No. 1 and No. 2 to the 2014 Incentive Plan of the Corporation, the “ Incentive Plan ”), effective as of the date set forth above, pursuant to the Articles of Incorporation, as amended, of the Corporation, the Bylaws, as amended, of the Corporation and the Maryland General Corporation Law (the “ MGCL ”). All capitalized terms used herein but not otherwise defined shall have the same meaning as provided in the Incentive Plan.
FIRST , the Incentive Plan is hereby amended by deleting Section 7.2 in its entirety and replacing it with the following:
7.2 Definition of Change in Control . For purposes hereof, a “Change in Control” means the occurrence of any of the following events:
(a) any “person” or “group” as those terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successors thereto is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act or any successor thereto), directly or indirectly, of securities of CHCT representing 50% or more of the combined voting power of CHCT’s then outstanding securities; or
(b) at any time during any 24-month period at least a majority of the Board shall cease to consist of “continuing directors” (meaning directors of CHCT who either were directors prior to such 24-month period or who subsequently became directors and whose election, or nomination for election by CHCT’s shareholders, was approved by a vote of at least two-thirds of the directors then still in office who were directors prior to such 24-month period) ; or
(c) the consummation of a merger or consolidation of CHCT with any other entity, other than a merger or consolidation (A) which would result in all or a portion of the voting securities of CHCT outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 60% of the combined voting power of the voting securities of CHCT or such surviving entity outstanding immediately after such merger or consolidation or (B) by which the corporate existence of CHCT is not affected and following which CHCT’s chief executive officer and directors retain their positions with CHCT (and constitute at least a majority of the Board); or
(d) the stockholders of CHCT approve a plan of complete liquidation of CHCT or an agreement for the sale or disposition by CHCT of all or substantially all of CHCT’s assets.
Notwithstanding the foregoing, to the extent necessary to satisfy section 409A of the Code, an event will not constitute a Change in Control unless it constitutes a change in the ownership or effective control of CHCT, or in the ownership of a substantial portion of the assets of CHCT, as described in section 409A of the Code and the regulations thereunder.
SECOND, except as hereinabove amended, the Corporation’s Incentive Plan is to continue in full force and effect.