Community Healthcare Trust Inc 8-K, filed Jan 4, 2021
Community Healthcare Trust Inc (CHCT)
8-K
2021-01-04
For: 2021-01-04
View Original
Added on
April 12, 2026
About this 8-K
Community Healthcare Trust Inc filed this 8-K on January 4, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): January 4, 2021
(Exact Name of Registrant as Specified in Charter)
| MARYLAND | ||||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On November 2, 2020, the Board of Directors (the “Board”) of Community Healthcare Trust Incorporated (the “Company”), at the recommendation of the compensation committee of the Board (the “Committee”), authorized and approved the Fifth Amendment (the “Wallace Fifth Amendment”) to the Employment Agreement by and between the Company and Timothy G. Wallace (the “Wallace Employment Agreement”), the Second Amendment (the “Dupuy Second Amendment”) to the Employment Agreement by and between the Company and David H. Dupuy (the “Dupuy Employment Agreement”), and the Second Amendment (the “Stach Second Amendment”) to the Amended and Restated Employment Agreement by and between the Company and Leigh Ann Stach (the “Stach Employment Agreement”). These amendments to each respective employment agreements were executed on January 4, 2021 and were effective as of January 1, 2021.
Wallace Employment Agreement
The principal change in the Wallace Employment Agreement resulting from the Wallace Fifth Amendment is to increase the base salary paid by the Company to Timothy G. Wallace for his employment as President and Chief Executive Officer (“Wallace Base Salary”). In 2020, the Wallace Base Salary was $645,000.00. The Wallace Fifth Amendment increases the Wallace Base Salary to $750,000.00 for 2021, which is an $105,000.00 increase from 2020.
The foregoing descriptions of the Wallace Fifth Amendment to the Wallace Employment Agreement are qualified in their entirety by reference to the original Wallace Employment Agreement, which is included as Exhibit 10.6 to the Registration Statement on Form S-11 of the Company filed with the Securities and Exchange Commission (the "SEC") on April 2, 2015, the first amendment to the Wallace Employment Agreement, which is included as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 18, 2017, the second amendment to the Wallace Employment Agreement, which is included as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 2, 2018, the third amendment to the Wallace Employment Agreement, which is included as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 3, 2019, the fourth amendment to the Wallace Employment Agreement, which is included as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 3, 2020, and the Wallace Fifth Amendment, which is included as Exhibit 10.1 to this Current Report on Form 8-K, and are incorporated by reference into this Item. The foregoing description of the Wallace Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibits.
Dupuy Employment Agreement
The principal change in the Dupuy Employment Agreement resulting from the Dupuy Second Amendment is to increase the base salary paid by the Company to David H. Dupuy for his employment as Executive Vice President and Chief Financial Officer (“Dupuy Base Salary”). In 2020, the Dupuy Base Salary was $392,000.00. The Dupuy Second Amendment increases the Dupuy Base Salary to $460,000.00 for 2021, which is a $68,000.00 increase from 2020.
The foregoing descriptions of the Dupuy Second Amendment to the Dupuy Employment Agreement are qualified in their entirety by reference to the Dupuy Employment Agreement, which is included as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 11, 2019, the first amendment to the Dupuy Employment Agreement, which is included as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 3, 2020, and the Dupuy Second Amendment, which is included as Exhibit 10.2 to this Current Report on Form 8-K, and are incorporated by reference into this Item. The foregoing description of the Dupuy Second Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibits.
Stach Employment Agreement
The principal change in the Stach Employment Agreement resulting from the Stach Second Amendment is to increase the base salary paid by the Company to Leigh Ann Stach for her employment as Executive Vice President and Chief Accounting Officer (“Stach Base Salary”). In 2020, the Stach Base Salary was $326,800.00. The Stach Second Amendment increases the Stach Base Salary to $387,600.00 for 2021, which is a $60,800.00 increase from 2020.
The foregoing descriptions of the Stach Second Amendment to the Stach Employment Agreement are qualified in their entirety by reference to the amended and restated Stach Employment Agreement, which is included as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 2, 2019, the first amendment to the Stach Employment Agreement, which is included as Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on January 3, 2020, and the Stach Second Amendment, which is included as Exhibit 10.3 to this Current Report on Form 8-K, and are incorporated by reference
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into this Item. The foregoing description of the Stach Second Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibits.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description of Exhibits | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
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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 Executive Vice President and Chief Financial Officer | |||||||
| Date: January 4, 2021 | ||||||||
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Exhibit 10.1
COMMUNITY HEALTHCARE TRUST
INCORPORATED
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIFTH AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Fifth Amendment”) by and between Community Healthcare Trust Incorporated, a Maryland corporation (the “Corporation”), and TIMOTHY G. WALLACE (“Officer”) is made and entered into as of January 4, 2021 and effective as of January 1, 2021 (the “Effective Date”).
RECITALS
WHEREAS, the Corporation and Officer have entered into that certain Employment Agreement dated April 1, 2014 (the “Employment Agreement”), as amended by the First Amendment to the Employment Agreement (the "First Amendment") dated January 12, 2017, by the Second Amendment to the Employment Agreement (the "Second Amendment") dated January 2, 2018, by the Third Amendment to the Employment Agreement (the "Third Amendment") dated January 3, 2019, and by the Fourth Amendment to the Employment Agreement (the "Fourth Amendment") dated January 3, 2020;
WHEREAS, in a meeting on November 2, 2020, the Board of Directors of the Corporation, at the recommendation of the Compensation Committee of the Corporation, approved a salary adjustment for the Officer through an amendment to the Employment Agreement; and
WHEREAS, pursuant to Section 8.3 of the Employment Agreement, any modification to the Employment Agreement must be in writing and signed by the party against whom enforcement of such modification is sought.
NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby affirmed, the parties hereto agree to the following:
1. Amendment. The first sentence of Section 3.1 of the Employment Agreement, as amended by the First Amendment, Second Amendment, Third Amendment and Fourth Amendment, is hereby deleted and replaced in its entirety by the following:
As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of Section 2, Corporation agrees to pay to Officer a “Base Salary” of $750,000.00 per annum effective as of the Effective Date, payable in 24 equal semi-monthly installments, or in such other periodic installments as mutually agreed to by the Corporation and Officer.
2. No Further Amendment; Controlling Instrument. Except as provided herein, the Employment Agreement shall remain in full force and effect and without other changes. In the event of a conflict between the terms of this Fifth Amendment, the Employment Agreement, the First Amendment, the Second Amendment, the Third Amendment, or the Fourth Amendment, this Fifth Amendment shall control.
3. Employment Agreement. From and after the date of this Fifth Amendment, any and all terms referring to the Employment Agreement, as used in all of the documents evidencing the employment of the Officer, shall mean the Employment Agreement as amended by this Fifth Amendment.
4. Binding Effect. This Fifth Amendment shall be binding upon the parties, their respective successors, and assigns.
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5. Counterparts. This Fifth Amendment may be executed in any number of counterparts, each of which will be deemed to be an original. Any or all counterpart originals may be executed by facsimile signature, each such signature to be deemed an original signature.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Fifth Amendment as of January 4, 2021, to be effective as of the Effective Date.
COMPANY: | ||||||||
COMMUNITY HEALTHCARE TRUST INCORPORATED | ||||||||
| By: | /s/ David H. Dupuy | |||||||
| Name: | David H. Dupuy | |||||||
| Title: | Executive Vice President & Chief Financial Officer | |||||||
OFFICER: | ||||||||
| /s/ Timothy G. Wallace | ||||||||
| Timothy G. Wallace | ||||||||
| President and Chief Executive Officer | ||||||||
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Exhibit 10.2
COMMUNITY HEALTHCARE TRUST
INCORPORATED
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Second Amendment”) by and between Community Healthcare Trust Incorporated, a Maryland corporation (the “Corporation”), and DAVID H. DUPUY (“Officer”) is made and entered into as of January 4, 2021 and effective as of January 1, 2021 (the “Effective Date”).
RECITALS
WHEREAS, the Corporation and Officer have entered into that certain Employment Agreement dated March 11, 2019 (the “Employment Agreement”), and by the First Amendment to the Employment Agreement (the "First Amendment") dated January 3, 2020;
WHEREAS, in a meeting on November 2, 2020, the Board of Directors of the Corporation, at the recommendation of the Compensation Committee of the Corporation, approved a salary adjustment for the Officer through an amendment to the Employment Agreement; and
WHEREAS, pursuant to Section 8.3 of the Employment Agreement, any modification to the Employment Agreement must be in writing and signed by the party against whom enforcement of such modification is sought.
NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby affirmed, the parties hereto agree to the following:
1. Amendment. The first sentence of Section 3.1 of the Employment Agreement, as amended by the First Amendment, is hereby deleted and replaced in its entirety by the following:
As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of Section 2, Corporation agrees to pay to Officer a “Base Salary” of $460,000.00 per annum effective as of the Effective Date, payable in 24 equal semi-monthly installments, or in such other periodic installments as mutually agreed to by the Corporation and Officer.
2. No Further Amendment; Controlling Instrument. Except as provided herein, the Employment Agreement shall remain in full force and effect and without other changes. In the event of a conflict between the terms of this Second Amendment, the Employment Agreement, or the First Amendment, this Second Amendment shall control.
3. Employment Agreement. From and after the date of this Second Amendment, any and all terms referring to the Employment Agreement, as used in all of the documents evidencing the employment of the Officer, shall mean the Employment Agreement as amended by this Second Amendment.
4. Binding Effect. This Second Amendment shall be binding upon the parties, their respective successors, and assigns.
5. Counterparts. This Second Amendment may be executed in any number of counterparts, each of which will be deemed to be an original. Any or all counterpart originals may be executed by facsimile signature, each such signature to be deemed an original signature.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Second Amendment as of January 4, 2021, to be effective as of the Effective Date.
COMPANY: | ||||||||
COMMUNITY HEALTHCARE TRUST INCORPORATED | ||||||||
| By: | /s/ Timothy G. Wallace | |||||||
| Name: | Timothy G. Wallace | |||||||
| Title: | President & Chief Executive Officer | |||||||
OFFICER: | ||||||||
| /s/ David H. Dupuy | ||||||||
| David H. Dupuy | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
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Exhibit 10.3
COMMUNITY HEALTHCARE TRUST
INCORPORATED
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Second Amendment”) by and between Community Healthcare Trust Incorporated, a Maryland corporation (the “Corporation”), and LEIGH ANN STACH (“Officer”) is made and entered into as of January 4, 2021 and effective as of January 1, 2021 (the “Effective Date”).
RECITALS
WHEREAS, the Corporation and Officer have entered into that certain Amended and Restated Employment Agreement dated May 1, 2019 (the “Employment Agreement”), and by the First Amendment to the Employment Agreement (the "First Amendment") dated January 3, 2020;
WHEREAS, in a meeting on November 2, 2020, the Board of Directors of the Corporation, at the recommendation of the Compensation Committee of the Corporation, approved a salary adjustment for the Officer through an amendment to the Employment Agreement; and
WHEREAS, pursuant to Section 8.3 of the Employment Agreement, any modification to the Employment Agreement must be in writing and signed by the party against whom enforcement of such modification is sought.
NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby affirmed, the parties hereto agree to the following:
1. Amendment. The first sentence of Section 3.1 of the Employment Agreement, as amended by the First Amendment, is hereby deleted and replaced in its entirety by the following:
As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of Section 2, Corporation agrees to pay to Officer a “Base Salary” of $387,600.00 per annum effective as of the Effective Date, payable in 24 equal semi-monthly installments, or in such other periodic installments as mutually agreed to by the Corporation and Officer.
2. No Further Amendment; Controlling Instrument. Except as provided herein, the Employment Agreement shall remain in full force and effect and without other changes. In the event of a conflict between the terms of this Second Amendment, the Employment Agreement, or the First Amendment, this Second Amendment shall control.
3. Employment Agreement. From and after the date of this Second Amendment, any and all terms referring to the Employment Agreement, as used in all of the documents evidencing the employment of the Officer, shall mean the Employment Agreement as amended by this Second Amendment.
4. Binding Effect. This Second Amendment shall be binding upon the parties, their respective successors, and assigns.
5. Counterparts. This Second Amendment may be executed in any number of counterparts, each of which will be deemed to be an original. Any or all counterpart originals may be executed by facsimile signature, each such signature to be deemed an original signature.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Second Amendment as of January 4, 2021, to be effective as of the Effective Date.
COMPANY: | ||||||||
COMMUNITY HEALTHCARE TRUST INCORPORATED | ||||||||
| By: | /s/ Timothy G. Wallace | |||||||
| Name: | Timothy G. Wallace | |||||||
| Title: | President and Chief Executive Officer | |||||||
OFFICER: | ||||||||
| /s/ Leigh Ann Stach | ||||||||
| Leigh Ann Stach, Executive Vice President and Chief Accounting Officer | ||||||||
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