Attached files
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| EX-99.1 - EXHIBIT 99.1 - Griffin-American Healthcare REIT III, Inc. | gahr38-kreannualmeetingofs.htm |
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 13, 2016
Griffin-American Healthcare REIT III, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 000-55434 | 46-1749436 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
18191 Von Karman Avenue, Suite 300 Irvine, California | 92612 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (949) 270-9200
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:
¨ | 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 13, 2016, our board of directors appointed Brian S. Peay to serve as our Chief Financial Officer. Mr. Peay, age 51, has also served as Executive Vice President and Chief Financial Officer of American Healthcare Investors, LLC, or American Healthcare Investors, one of our co-sponsors, and Chief Financial Officer of Griffin-American Healthcare REIT IV, Inc. since June 2016. Mr. Peay served as Chief Financial Officer of Veritas Investments, Inc., one of the largest owners and operators of rent-controlled apartments in the San Francisco Bay Area, from September 2015 to May 2016, where he was responsible for the financial planning, corporate budgeting, tax structuring and management of the accounting function of the company. Mr. Peay previously served as Vice President Finance & Sales Ops of MobileIron, Inc., a leader in security and management for mobile devices, applications and documents, from October 2013 to September 2015. Mr. Peay served as Chief Financial Officer of Glenborough, LLC, from November 2006 to March 2012, and prior to its purchase by Morgan Stanley Real Estate Fund V, Mr. Peay also previously served in executive capacities including Chief Financial Officer, SVP — Joint Ventures (Business Development), Chief Accounting Officer and VP Finance with Glenborough Realty Trust, Inc., a real estate investment and management company focused on the acquisition, management and leasing of high quality commercial properties in major markets across the country, from November 1997 to November 2006, where he was responsible for the finance, accounting and reporting, risk management, IT and Human Resource functions of the company. Prior to Glenborough Realty Trust, Inc., Mr. Peay served as Chief Financial Officer & Director of Research at Cliffwood Partners, L.P. from August 1995 to November 1997. Mr. Peay also served as Manager at Kenneth Leventhal & Co., a certified public accounting firm specializing in real estate that subsequently merged with Ernst & Young, from August 1988 to August 1995. Mr. Peay received a B.S. degree in Business Economics from the University of California, Santa Barbara and is a Certified Public Accountant in the State of California (inactive).
In connection with Mr. Peay’s appointment as our Chief Financial Officer, on June 13, 2016, we entered into an indemnification agreement with Mr. Peay to indemnify and advance expenses and costs incurred by him as an executive officer of our company in connection with any claims, suits or proceedings brought against him as an executive officer of our company as a result of his service, subject to the limitations set forth in the indemnification agreement and our charter. The form of indemnification agreement was included as Exhibit 10.3 to our Registration Statement on Form S-11 (File No. 333-186073) filed January 17, 2013 and is incorporated herein by reference. There are no other arrangements or understandings of any kind between Mr. Peay and any other person pursuant to which he was appointed to serve as our Chief Financial Officer, nor are there any family relationships between Mr. Peay and any of our other directors, executive officers or other key officers. Mr. Peay has not had any direct or indirect material interests in any transaction with us or to which we are a party or in any currently proposed transaction with us or to which we are a party.
Effective as of June 13, 2016, Danny Prosky, our President, Chief Operating Officer, Interim Chief Financial Officer and director, will no longer serve as our Interim Chief Financial Officer due to the appointment of Mr. Peay as our Chief Financial Officer. Mr. Prosky served as our Interim Chief Financial Officer from August 2015 to June 2016. Mr. Prosky shall continue to serve as our President, Chief Operating Officer, and director until his successor is duly elected and qualifies, or until his removal from office.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 13, 2016, we held our 2016 Annual Meeting of Stockholders. At the meeting, our stockholders voted on the following two proposals: (i) to elect five directors, each to hold office for a one-year term expiring at the 2017 Annual Meeting of Stockholders and until his successor is duly elected and qualifies; and (ii) to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2016. The two proposals are described in detail in our definitive proxy statement, dated April 5, 2016, as filed on Schedule 14A on April 5, 2016.
The two proposals were approved by our stockholders by the requisite vote necessary for approval. The votes with respect to each of the proposals are set forth below.
Proposal 1. To elect five directors, each to hold office for a one-year term expiring at the 2017 Annual Meeting of Stockholders and until his successor is duly elected and qualifies:
Nominee | Shares For | Shares Withheld | Broker Non-Votes | |||||||||
Jeffrey T. Hanson | 73,050,906 | 1,547,379 | 25,338,707 | |||||||||
Danny Prosky | 73,034,704 | 1,563,582 | 25,338,707 | |||||||||
Harold H. Greene | 72,960,592 | 1,637,693 | 25,338,707 | |||||||||
Gerald W. Robinson | 72,987,438 | 1,610,847 | 25,338,707 | |||||||||
J. Grayson Sanders | 72,961,878 | 1,636,407 | 25,338,707 | |||||||||
Proposal 2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2016:
Shares For | 97,760,526 | ||||||||
Shares Against | 682,945 | ||||||||
Shares Abstained | 1,493,521 | ||||||||
No broker non-votes were cast in the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.
Item 7.01 Regulation FD Disclosure.
On June 15, 2016, American Healthcare Investors issued a press release announcing the appointment of Mr. Peay as our Chief Financial Officer. A copy of the press release, which is hereby incorporated into this filing in its entirety, is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 8.01 Other Events.
On June 13, 2016, our board of directors authorized a daily distribution to our stockholders of record as of the close of business on each day of the period commencing on July 1, 2016 and ending September 30, 2016. The distributions will be calculated based on 365 days in the calendar year and will be equal to $0.001643836 per share of our common stock, which is equal to an annualized distribution rate of 6.0% assuming a purchase price of $10.00 per share. These distributions will be aggregated and paid in cash or shares of our common stock pursuant to our distribution reinvestment plan monthly in arrears. The distributions declared for each record date in the July 2016, August 2016 and September 2016 periods will be paid in August 2016, September 2016 and October 2016, respectively, only from legally available funds.
As of June 15, 2016, we have established significant relationships with regional or national healthcare delivery systems, including: Methodist Health System, Emory Healthcare, Novant Health, Memorial Hermann Healthcare System, Main Line Health and WellStar Health Systems, all of which are major tenants in one or more of the buildings we own, with Moody’s investment grade ratings of A2 or better. These relationships support our investment strategy of placing an emphasis on establishing and growing relationships with successful regional and national healthcare systems, such as Methodist Health System, which is the new sole tenant of our Southlake Texas Hospital located in Southlake, Texas. Methodist Health System, one of the major health systems in the Dallas/Fort Worth metro area with a Moody’s investment grade rating of Aa3, replaces Forest Park Medical Center as the tenant that occupies Southlake Texas Hospital pursuant to a 21-year lease that expires in 2037.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | American Healthcare Investors, LLC Press Release, dated June 15, 2016 | |
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.
Griffin-American Healthcare REIT III, Inc. | ||
June 15, 2016 | By: /s/ Jeffrey T. Hanson | |
Name: Jeffrey T. Hanson | ||
Title: Chief Executive Officer | ||
Exhibit Index
Exhibit No. | Description | |
99.1 | American Healthcare Investors, LLC Press Release, dated June 15, 2016 | |