Ltc Properties Inc 8-K, filed Mar 4, 2020
Ltc Properties Inc (LTC)
About this 8-K
Ltc Properties Inc filed this 8-K on March 4, 2020, reporting on events of March 1, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective March 1, 2020, LTC Properties, Inc. appointed Caroline Chikhale as Executive Vice President, Chief Accounting Officer, Controller and Treasurer. In this capacity, Ms. Chikhale will serve as LTC’s principal accounting officer.
Caroline Chikhale has served as LTC’s Senior Vice President, Controller and Treasurer since June 2015 and previously as Vice President, Controller and Treasurer since March 2007. She joined LTC in May 2002 as Accounting Manager and has also served as Assistant Controller and Assistant Treasurer. Prior to joining LTC, Ms. Chikhale worked at Ernst & Young in the Assurance and Advisory Practice. Ms. Chikhale received her bachelor’s degree in Accounting from the University of Southern California. She is a Certified Public Accountant, inactive.
In connection with her appointment as Executive Vice President, Chief Accounting Officer, Controller and Treasurer, LTC entered into an employment agreement with Ms. Chikhale as of March 1, 2020. The employment agreement provides for a 2-year evergreen term and a base salary of $294,000 which may be increased at the discretion of LTC’s Board of Directors. Any increase in base salary will automatically amend the employment agreement to provide that thereafter Ms. Chikhale’s annual base salary will not be less than the increased base salary approved by the Board. During the term of her employment by LTC, Ms. Chikhale will devote the time necessary to provide the services reasonably required by the Board and will not, without the express approval of the Board, engage for her own account or for the account of any other person or entity, in a business which competes with LTC. The employment agreement contains standard provisions regarding bonuses and benefits, as generally described in LTC’s most recent proxy statement. Additionally, the employment agreement provides for (i) payment of severance upon termination, except for a termination for cause or a voluntary resignation without a good reason, of a lump sum severance equal to 2 times her base salary as well as benefits, and (ii) payment of severance upon a change in control of LTC, as described generally in LTC’s most recent proxy statement, of a lump sum severance equal to 200% of her 5-year average annual compensation and cash bonus as well as benefits.
Executive Vice President, Chief Financial Officer and Secretary Pam Kessler, who was previously designated as both principal financial officer and principal accounting officer, will remain LTC’s principal financial officer.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
LTC PROPERTIES, INC.
| Dated: March 4, 2020 | By: | /s/ WENDY L. SIMPSON |
| Wendy L. Simpson | ||
| Chairman, CEO & President | ||