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): May 31, 2017 (May 30, 2017)
COMMUNITY HEALTHCARE TRUST INCORPORATED
(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))
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 x
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. x
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Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on May 30, 2017. At the Annual Meeting, there were present in person or by proxy 12,038,474.80 shares of the Company's common stock, representing approximately 91.86% of the total outstanding eligible shares. Set forth below are the voting results for the proposals considered and voted upon at the Annual Meeting of Stockholders.
1. The election of five directors for one-year terms each to serve a one-yaer term, expiring in 2018.
The following five directors were elected based on the following vote total:
Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||
Alan Gardner | 8,921,694.8 | 1,226,310.0 | 1,890,470.0 | |||||
Robert Z. Hensley | 9,507,319.8 | 640,685.0 | 1,890,470.0 | |||||
Alfred Lumsdaine | 9,263,071.8 | 884,933.0 | 1,890,470.0 | |||||
R. Lawrence Van Horn | 8,746,414.8 | 1,401,590.0 | 1,890,470.0 | |||||
Timothy G. Wallace | 9,712,832.8 | 435,172.0 | 1,890,470.0 | |||||
2. The approval of Amendment No. 2 to the Company's 2014 Incentive Plan that will allow continuation of the significant participation in our Alignment of Interest Program providing for automatic annual increases in the number of shares of common stock available for grant, award or issuance under the 2014 Incentive Plan.
The shareholders approved Amendment No. 2 to the Incentive Plan based on the following vote totals:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||
5,223,144.0 | 4,672,350.7 | 252,510.0 | 1,890,470.1 | ||||||
3. The ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for 2017.
The shareholders ratified the appointment of BDO USA, LLP based on the following vote totals:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||
12,018,193.8 | 17,676.0 | 2,605.0 | 0.0 | ||||||
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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/ W. Page Barnes W. Page Barnes Executive Vice President and Chief Financial Officer | |
Date: May 31, 2017 | ||
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