CHCT Community Healthcare Trust

Filed: 16 Feb 21, 4:49pm

Washington, DC 20549


Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 11, 2021

(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 ClassTrading SymbolName of each exchange on which registered
Common stock, $0.01 par value per shareCHCTNew 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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 11, 2021, the Compensation Committee of the Board of Directors of Community Healthcare Trust Incorporated (the “Company”) approved the Second Amended and Restated Executive Officer Incentive Program (the “Program”).

The Program, as amended and restated, provides for a change in the basis of awards for total shareholder return ("TSR" and “TSR Awards”) from 1-year and 3-year TSR performance to 3-year and 5-year TSR performance in order to better reflect the long-term nature of the TSR Awards. Other than this change in basis of the TSR Awards, the Program is substantially unchanged as a result of the amendment and restatement approved by the Company’s Compensation Committee. The Company’s definitive proxy statement, dated March 20, 2020, contains additional information about the Program.

The foregoing description of the amendment is qualified in its entirety by reference to the full text of the Program, as amended and restated, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item. The foregoing description of the Program does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



    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.
/s/ David H. Dupuy
Executive Vice President and
Chief Financial Officer
Date: February 16, 2021