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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): March 7, 2023 (March 6, 2023)

 

COMMUNITY HEALTHCARE TRUST INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

  

Maryland   001-37401   46-5212033

(State or Other Jurisdiction

of Incorporation)

 

 

(Commission

File Number)

 

 

(IRS 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 Class   Trading Symbol   Name of each exchange on which registered
Common stock, $0.01 par value per share   CHCT   New 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 March 6, 2023, the board of directors (the “Board of Directors”) of Community Healthcare Trust Incorporated (the “Company”), appointed David H. Dupuy, who has served as the Company’s Interim Chief Executive Officer since February 10, 2023, to be the Company’s Chief Executive Officer on a permanent basis. Mr. Dupuy was also appointed to the Board of Directors of the Company, effective as of March 6, 2023, to fill the vacancy created by the death of Timothy G. Wallace. Mr. Dupuy will continue to serve as the Company’s Chief Financial Officer until a successor is chosen for that position.

 

Mr. Dupuy, 54, has served as the Company’s Interim Chief Executive Officer since February 10, 2023 and Executive Vice President and Chief Financial Officer since May 2019. From 2008 to 2019, Mr. Dupuy served as a Managing Director, Healthcare Investment Banking Group at SunTrust Robinson Humphrey (now “Truist Securities” or “Truist”). From 2004 to 2008, Mr. Dupuy served as a Senior Vice President of the Healthcare Group at Bank of America. From 2000 to 2004, Mr. Dupuy served as a Vice President and Regional Director for KDA Holdings with responsibility for consulting, financing, and development of outpatient medical facilities. Previously, Mr. Dupuy served as Chief Financial Officer and Founding Partner of LIFESIGNS Holdings, Inc., a provider of diagnostic healthcare services, from 1997 to 2000. Mr. Dupuy began his career in 1991 with Bank of America. Mr. Dupuy holds a Bachelor of Arts in Business Administration from Furman University and a Master of Business Administration from the Owen School at Vanderbilt University.

 

There are no arrangements or understandings between Mr. Dupuy and any other persons pursuant to which he was appointed Chief Executive Officer. Further, there are no arrangements or understandings between Mr. Dupuy and any other persons pursuant to which he was appointed to the Board of Directors. In addition, there are no family relationships between Mr. Dupuy and any director or executive officer of the Company. Mr. Dupuy has not been party to any reportable transactions with the Company pursuant to Item 404(a) of Regulation S-K.

 

Item 7.01 Regulation FD Disclosure.

 

On March 7, 2023, the Company issued a press release announcing Mr. Dupuy’s appointment as Chief Executive Officer and to the Board of Directors. A copy of the Company’s press release is furnished hereto as Exhibit 99.1.

 

This information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press release, dated March 7, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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
   
Date: March 7, 2023 By: /s/ Leigh Ann Stach
  Name: Leigh Ann Stach
  Title: Executive Vice President and Chief Accounting Officer