Community Healthcare Trust Inc 8-K, filed Jan 4, 2022
Community Healthcare Trust Inc (CHCT)
8-K
2022-01-04
For: 2022-01-04
View Original
Added on
April 12, 2026
About this 8-K
Community Healthcare Trust Inc filed this 8-K on January 4, 2022.
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, 2022
(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 October 28, 2021, 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 Sixth Amendment (the “Wallace Sixth Amendment”) to the Employment Agreement by and between the Company and Timothy G. Wallace (the “Wallace Employment Agreement”), the Third Amendment (the “Dupuy Third Amendment”) to the Employment Agreement by and between the Company and David H. Dupuy (the “Dupuy Employment Agreement”), the Third Amendment (the “Stach Third Amendment”) to the Amended and Restated Employment Agreement by and between the Company and Leigh Ann Stach (the “Stach Employment Agreement”), and the First Amendment (the “Meyer First Amendment”) to the Employment Agreement by and between the Company and Timothy L. Meyer (the “Meyer Employment Agreement”). These amendments to each respective employment agreements were executed on January 4, 2022 and were effective as of January 1, 2022.
Wallace Employment Agreement
The principal change in the Wallace Employment Agreement resulting from the Wallace Sixth 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 2021, the Wallace Base Salary was $750,000.00. The Wallace Sixth Amendment increases the Wallace Base Salary to $794,200.00 for 2022, which is a $44,200.00 increase from 2021.
The foregoing descriptions of the Wallace Sixth 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, the fifth 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 4, 2021, and the Wallace Sixth 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 Sixth 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 Third 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 2021, the Dupuy Base Salary was $460,000.00. The Dupuy Third Amendment increases the Dupuy Base Salary to $487,200.00 for 2022, which is a $27,200.00 increase from 2021.
The foregoing descriptions of the Dupuy Third 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, the second 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 4, 2021, and the Dupuy Third 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 Third 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 Third 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 2021, the Stach Base Salary was $387,600.00. The Stach Third Amendment increases the Stach Base Salary to $410,500.00 for 2022, which is a $22,900.00 increase from 2021.
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The foregoing descriptions of the Stach Third 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 3, 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, the second amendment to the Stach Employment Agreement, which is included as Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on January 4, 2021, and the Stach Third Amendment, which is included as Exhibit 10.3 to this Current Report on Form 8-K, and are incorporated by reference into this Item. The foregoing description of the Stach Third Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibits.
Meyer Employment Agreement
The principal change in the Meyer Employment Agreement resulting from the Meyer First Amendment is to increase the base salary paid by the Company to Timothy L. Meyer for his employment as Executive Vice President - Asset Management (“Meyer Base Salary”). In 2021, the Meyer Base Salary was $295,000.00. The Meyer First Amendment increases the Meyer Base Salary to $312,400.00 for 2022, which is a $17,400.00 increase from 2021.
The foregoing descriptions of the Meyer First Amendment to the Meyer Employment Agreement are qualified in their entirety by reference to the Meyer Employment Agreement, which is included as Exhibit 10.1 to the Form 10-Q for the Quarter Ended September 30, 2021 filed with the SEC on November 2, 2021 and the Meyer First Amendment, which is included as Exhibit 10.4 to this Current Report on Form 8-K, and are incorporated by reference into this Item. The foregoing description of the Meyer First 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 | ||||||||
| 10.4 | ||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) | |||||||
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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, 2022 | ||||||||
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Exhibit 10.1
COMMUNITY HEALTHCARE TRUST
INCORPORATED
SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SIXTH AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Sixth 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, 2022 and effective as of January 1, 2022 (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, by the Fourth Amendment to the Employment Agreement (the "Fourth Amendment") dated January 3, 2020, and by the Fifth Amendment to the Employment Agreement (the "Fifth Amendment") dated January 4, 2021;
WHEREAS, in a meeting on October 28, 2021, 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 Fourth Amendment and Fifth 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 $794,200.00 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 Sixth Amendment, the Employment Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment or the Fifth Amendment, this Sixth Amendment shall control.
3. Employment Agreement. From and after the date of this Sixth 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 Sixth Amendment.
4. Binding Effect. This Sixth Amendment shall be binding upon the parties, their respective successors, and assigns.
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5. Counterparts. This Sixth 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 Sixth Amendment as of January 4, 2022, 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 | ||||||||
2
Exhibit 10.2
COMMUNITY HEALTHCARE TRUST
INCORPORATED
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Third 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, 2022 and effective as of January 1, 2022 (the “Effective Date”).
RECITALS
WHEREAS, the Corporation and Officer have entered into that certain Employment Agreement dated March 11, 2019 (the “Employment Agreement”), by the First Amendment to the Employment Agreement (the "First Amendment") dated January 3, 2020, and by the Second Amendment to the Employment Agreement (the "Second Amendment") dated January 4, 2021;
WHEREAS, in a meeting on October 28, 2021, 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 Second 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 $487,200.00 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 Third Amendment, the Employment Agreement, the First Amendment, or the Second Amendment, this Third Amendment shall control.
3. Employment Agreement. From and after the date of this Third 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 Third Amendment.
4. Binding Effect. This Third Amendment shall be binding upon the parties, their respective successors, and assigns.
5. Counterparts. This Third 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 Third Amendment as of January 4, 2022, 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 | ||||||||
2
Exhibit 10.3
COMMUNITY HEALTHCARE TRUST
INCORPORATED
THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Third 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, 2022 and effective as of January 1, 2022 (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”), by the First Amendment to the Employment Agreement (the "First Amendment") dated January 3, 2020, and by the Second Amendment to the Employment Agreement (the "Second Amendment") dated January 4, 2021;
WHEREAS, in a meeting on October 28, 2021, 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 and Second 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 $410,500.00 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 Third Amendment, the Employment Agreement, the First Amendment or the Second Amendment, this Third Amendment shall control.
3. Employment Agreement. From and after the date of this Third 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 Third Amendment.
4. Binding Effect. This Third Amendment shall be binding upon the parties, their respective successors, and assigns.
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5. Counterparts. This Third 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 Third Amendment as of January 4, 2022, 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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Exhibit 10.4
COMMUNITY HEALTHCARE TRUST
INCORPORATED
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “First Amendment”) by and between Community Healthcare Trust Incorporated, a Maryland corporation (the “Corporation”), and TIMOTHY L. MEYER (“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 October 1, 2021 (the “Employment Agreement”);
WHEREAS, in a meeting on October 28, 2021, 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 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 $312,400.00 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 First Amendment or the Employment Agreement, this First Amendment shall control.
3. Employment Agreement. From and after the date of this First 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 First Amendment.
4. Binding Effect. This First Amendment shall be binding upon the parties, their respective successors, and assigns.
5. Counterparts. This First 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 First 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/ Timothy L. Meyer | ||||||||
| Timothy L. Meyer | ||||||||
| Executive Vice President - Asset Management | ||||||||
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