false0001631569 0001631569 2020-05-07 2020-05-07



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 7, 2020 (May 7, 2020)

COMMUNITY HEALTHCARE TRUST INCORPORATED
(Exact Name of Registrant as Specified in Charter)

 
 
 
 
 
Maryland
 
001-37401
 
46-5212033
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)

3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee 37067
(Address of principal executive offices) (Zip Code)

(615) 771-3052
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
 

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 Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each Class
Trading Symbol
Name of each exchange on which registered
 
 
Common stock, $0.01 par value per share
CHCT
New York Stock Exchange
 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨

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Item 5.07   Submission of Matters to a Vote of Security Holders

Community Healthcare Trust Incorporated (the "Company") held its Annual Meeting of Stockholders on May 7, 2020. At the Annual Meeting, there were present in person or by proxy 20,456,518.3 shares of the Company's common stock, representing approximately 93.38% of the total outstanding eligible shares. Set forth below are the voting results for the proposals considered and voted upon at the Annual Meeting of Stockholders.


1.    The election of five directors to the Board of Directors of the Company, each to serve a one-year term expiring in 2021.

The following five directors were elected based on the following vote total:
 
Nominee
Votes For

Votes Withheld

Broker Non-Votes

 
 
Alan Gardner
17,275,088.3

906,316.0

2,275,114.0

 
 
Claire Gulmi
17,860,084.3

321,320.0

2,275,114.0

 
 
Robert Hensley
17,480,603.3

700,801.0

2,275,114.0

 
 
Lawrence Van Horn
17,256,189.3

925,215.0

2,275,114.0

 
 
Timothy Wallace
17,620,817.3

560,587.0

2,275,114.0

 


2.     The shareholders 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

 
 
17,527,847.9

595,302.4

58,254.0

2,275,114.0

 


3.     The shareholders approved, on a non-binding advisory basis, the Company's frequency of the vote on executive compensation by the following vote:
 
Every 1 Year

Every 2 Years

Every 3 Years

Abstain

Broker Non-Votes

 
16,507,971.3

220,331.0

1,432,969.0

20,133.0

2,275,114.0


A majority of the shareholders selected, on a non-binding advisory basis, a one-year frequency for non-binding advisory votes on executive compensation. Based on these results, the Company’s Board of Directors has determined that the Company will hold a non-binding advisory vote on executive compensation on an annual basis (once every year) until the next shareholder vote on the frequency of the vote on executive compensation.


4.    The ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for 2020.

The shareholders ratified the appointment of BDO USA, LLP based on the following vote totals:
 
Votes For

Votes Against

Abstentions

Broker Non-Votes

 
 
20,430,489.3

17,036.0

8,993.0

0.0

 




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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/ David H. Dupuy
David H. Dupuy
Executive Vice President and Chief Financial Officer
Date: May 7, 2020
 
 


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