Community Healthcare Trust 2024 Annual Meeting Supplement

TL;DR

CHCT proxy supplement filed, annual meeting May 2nd.

AI Summary

Community Healthcare Trust Inc. is holding its 2024 Annual Meeting of Stockholders on May 2, 2024. This filing is a supplement to the proxy statement, providing additional materials for the meeting. The company is a real estate investment trust (REIT) focused on healthcare properties.

Why It Matters

This filing informs shareholders about the upcoming annual meeting and provides supplementary materials, ensuring they have the latest information for voting on company matters.

Risk Assessment

Risk Level: low — This is a routine proxy statement supplement for an annual meeting, not indicating significant new risks or changes.

Key Players & Entities

• Community Healthcare Trust Inc. (company) — Registrant
• May 2, 2024 (date) — Annual Meeting Date
• 0001104659-24-048404 (filing_id) — Accession Number

FAQ

Key Financial Figures

• $25 M — alue Transfer (SVT) Calculation by Over $25 Million, Resulting in SVT Levels Below IS
• $10.4 million — se 315,617 shares and the corresponding $10.4 million of SVT. Second, an important compensat
• $14.8 million — in 449,009 shares and the corresponding $14.8 million of SVT. 2 As shown in the tables belo
• $0.01 — k ” means common stock, par value $0.01 per share, of the Corporation. 2.10 &
• $100,000 — nd its parent and Subsidiaries) exceeds $100,000, such Options shall be treated as Non-Q

Filing Documents

• tm2412047d1_defa14a.htm (DEFA14A) — 172KB
• tm2412047d1_defa14a-img001.jpg (GRAPHIC) — 17KB
• 0001104659-24-048404.txt ( ) — 196KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 COMMUNITY HEALTHCARE TRUST INCORPORATED (Name of Registrant as Specified In Its Charter) Not Applicable (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. SUPPLEMENT TO PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 2, 2024 The date of this Supplement is April 17, 2024 On April 17, 2024, Community Healthcare Trust Incorporated (the “Company”) made available to stockholders the following communication in connection with its 2024 Annual Meeting of Stockholders to be held on May 2, 2024. The Company filed a proxy statement with the Securities and Exchange Commission on March 14, 2024 describing the matters to be voted on at the 2024 Annual Meeting. This communication should be read in conjunction with the proxy statement. Dear Stockholder: This letter addresses an advisory report issued by the proxy advisory firm Institutional Shareholder Services (“ISS”) on April 15, 2024, regarding the Company’s 2024 Annual Meeting of Stockholders scheduled for May 2, 2024. In its report, ISS recommends that our stockholders vote against Proposal 2: Approval of the 2024 Incentive Plan. We respectfully disagree with ISS’ recommendation for the reasons outlined below. Furthermore, if the 2024 Incentive Plan is not approved we would lose an important compensation tool aligned with stockholder interests where the number of shares actually earned and issued varies substantially based on performance. In such event, we will be forced to replace such equity awards with cash compensation, which we believe has the potential to reduce stockholder value and the cash available to return to stockholders. ISS’ Key Factor #1 : The Plan Provides for Option Reloads, an Overriding Factor Company Response: Option Reloads Have Been Removed The Company has never granted reload options, nor does the Company have any intent to do so. We have elected to revise the 2024 Incentive Plan to eliminate the ability for the Company to grant reload options. We believe the revision will address a concern raised by ISS by eliminating this overriding factor. The full text of the amendment is attached hereto as Appendix A with the full 2024 Incentive Plan, as revised, attached hereto as Appendix B. ISS’ Key Factor #2 : The Plan Cost is Excessive Company Response: ISS’ Calculations Are Overstated – Adjusting for the Freezing of the 2014 Incentive Plan and Adjusting for the Company’s Use of Eight-Year Cliff-Vesting Restricted Stock Reduces the Shareholder Value Transfer (SVT) Calculation by Over $25 Million, Resulting in SVT Levels Below ISS Benchmarks First, as stated in their report, ISS’ cost-based analysis is presented as of Dec. 31, 2023 and includes 315,617 shares that were available at that time despite the Company’s commitment to freeze all awards under the 2014 Incentive Plan following its expiration date. With the expiration of the 2014 Incentive Plan having occurred on March 31, 2024, those shares are no longer available to the Company and should not be included in the SVT calculation. The Company Calculation as Adjusted table below removes from “Available Shares Remaining (B)” those 315,617 shares and the corresponding $10.4 million of SVT. Second, an important compensation tool since the Company’s initial public offering has been the awarding of restricted stock that cliff-vests in 8-years. We believe this aligns executive management with our stockholders and encourages appropriate long-term decision making. Because all named executive officers have elected through December 31, 2023 to take 100% of their compensation in restricted stock that cliff-vests in 8-years, the Company has significantly more unvested restricted stock than if shorter vesting periods were allowed. We believe ISS’ calculation undeservedly penalizes the Company when compared to many peers that utilize restricted stock with only 3-4-year vesting periods. For illustrative comparison purposes only, the Company Calculation as Adjusted table below reduces the “Unvested Granted Shares (C)” by 50% to approximate a 3-4 year vesting period more similar to the Company’s

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