UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 28, 2012

CNL Healthcare Trust, Inc.

(Exact name of registrant as specified in its charter)

450 South Orange Ave.

Orlando, Florida 32801

(Address of principal executive offices)

Registrant’s telephone number, including area code: (407) 650-1000

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:

On June 28, 2012, CNL Healthcare Trust, Inc. and CHT Partners, LP (“we” or the “Company”) and various subsidiaries of the Company with respect to the property owned by such subsidiary (the “Owner”) entered into a First Amended and Restated Property Management and Leasing Agreement (the “Management Agreement”) with CNL Healthcare Manager Corp. (“Manager”) for the management of substantially all of our properties. Each subsidiary, therefore, will be responsible for the payment of the property management fees and reimbursement of costs and expenses incurred on our behalf for the property owned by such subsidiary to the Manager. The purpose of this amendment is to clarify the fees to, and the duties of the Manager.

The fees payable to the Manager under the Management Agreement will continue to be determined in a manner consistent with past determinations under the prior agreement. The fees payable to our Manager have not been negotiated at arm’s length, and are not necessarily reflective of market rates. In addition, consistent with the prior agreement, we, and our subsidiary property owners for properties they own, are required to indemnify our Manager for certain losses.

Our Manager may subcontract with affiliated or unaffiliated service providers for the performance of substantially all or a portion of its property management services delegating its duties regarding the day-to-day management of our properties to these sub-property managers and delegating certain oversight services to these affiliated service providers. Our Manager is responsible for paying any service provider leasing fees, property management fees and project management fees from the leasing, property management and project management fees paid by us or our subsidiary property owner to our Manager.

Some or all of our Manager’s employees may be employed on a part-time basis and also may be employed by affiliates of CNL Financial Group, Inc. (“CNL”) and subsidiaries of and partnerships organized by, CNL and its affiliates. Our Manager also may subcontract certain on-site property management duties to other management companies with experience in the applicable markets or in markets requiring state or other specific licenses. Our Manager will closely supervise any subcontracted, on-site property managers and will be responsible for paying their fees. We will have no obligation to make any payments to the subcontractors, unless we and our Manager otherwise agree in writing.

The foregoing summary of the Management Agreement does not purport to be complete and is qualified in its entirety by reference to the Management Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1.

On June 28, 2012, the Company held its 2012 annual meeting of stockholders (the “2012 Annual Meeting of Stockholders”) in Orlando, Florida for the purpose of electing directors for terms expiring at the 2013 annual meeting of stockholders and ratifying the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2012.

A total of 2,400,432 shares (approximately 54.24%) of the Company’s common stock outstanding and entitled to vote were represented at the meeting in person or by proxy.

At the 2012 Annual Meeting of Stockholders, the Company’s six director nominees were elected, however, due to the death of one nominee on May 28, 2012, the five nominees listed below shall serve as directors until the 2013 annual meeting of stockholders or until their successors shall have been duly elected and qualified. The voting results for each of the persons nominated who will serve as a director are as follows:

In addition, at the 2012 Annual Meeting of Stockholders, the Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2012. The voting results for the ratification are as follows:

No other business was transacted at the annual meeting.

Statement Regarding Forward-Looking Information

The information above contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements generally are characterized by the use of terms such as “may,” “will,” “should,” “plan,” “anticipate,” “estimate,” “intend,” “predict,” “believe” and “expect” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to, the factors detailed in our prospectus dated March 12, 2012, our Annual Report on Form 10-K for the year ended December 31, 2011, and other documents filed from time to time with the Securities and Exchange Commission.

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Some factors that might cause such a difference include, but are not limited to, the following: risks associated with our investment strategy; risks associated with the real estate markets in which the Company invests; risks associated with the use of debt to finance the Company’s business activities, including refinancing and interest rate risk and the Company’s failure to comply with its debt covenants; the Company’s failure to obtain, renew or extend necessary financing or to access the debt or equity markets; availability of proceeds from our offering of our shares; competition for properties and/or tenants in the markets in which the Company engages in business; the impact of current and future environmental, zoning and other governmental regulations affecting the Company’s properties; the Company’s ability to make necessary improvements to properties on a timely or cost-efficient basis; defaults on or non-renewal of leases by tenants; failure to lease properties at all or on favorable terms; unknown liabilities in connection with acquired properties or liabilities caused by property managers or operators; the Company’s failure to successfully manage growth or integrate acquired properties and operations; material adverse actions or omissions by any joint venture partners, if applicable; increases in operating costs and other expense items and costs, uninsured losses or losses in excess of the Company’s insurance coverage; the impact of outstanding or potential litigation; risks associated with the Company’s tax structuring; the Company’s failure to qualify and maintain its status as a real estate investment trust and the Company’s ability to protect its intellectual property and the value of its brand. Given these uncertainties, we caution you not to place undue reliance on such statements. We undertake no obligation to publicly release the results of any revisions to these forward looking-statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

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SIGNATURES

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.