0001104659-14-011487.txt : 20140219 0001104659-14-011487.hdr.sgml : 20140219 20140219171553 ACCESSION NUMBER: 0001104659-14-011487 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140212 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20140219 DATE AS OF CHANGE: 20140219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LTC PROPERTIES INC CENTRAL INDEX KEY: 0000887905 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 710720518 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11314 FILM NUMBER: 14626734 BUSINESS ADDRESS: STREET 1: 2829 TOWNSGATE ROAD STREET 2: SUITE 350 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 BUSINESS PHONE: 805-981-8655 MAIL ADDRESS: STREET 1: 2829 TOWNSGATE ROAD STREET 2: SUITE 350 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 8-K 1 a14-6320_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20459

 

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report: February 12, 2014

(Date of earliest event reported)

 

LTC PROPERTIES, INC.

(Exact name of Registrant as specified in its charter)

 

Maryland

 

1-11314

 

71-0720518

(State or other jurisdiction of

 

(Commission file number)

 

(I.R.S. Employer

incorporation or organization)

 

 

 

Identification No)

 

2829 Townsgate Road, Suite 350

Westlake Village, CA  91361

(Address of principal executive offices)

 

(805) 981-8655

(Registrant’s telephone number, including area code)

 

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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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 Principal Officers; Election of Directors; Appointment of Principal Officers

 

On February 12, 2014, the Board of Directors of LTC Properties, Inc. adopted a new Cash Bonus Incentive Plan for senior management.  Ms. Simpson (Chairman, Chief Executive Officer and President), Ms. Shelley-Kessler (Executive Vice President, Chief Financial Officer and Corporate Secretary), and Mr. Malin (Executive Vice President and Chief Investment Officer) are the participants in the Cash Bonus Incentive Plan.  Their individual cash bonus amounts will be determined by reference to threshold, target, and high levels of performance in each of three metrics:  (i) diluted normalized FFO per share; (ii) new investments; and (iii) subjective factors including but not limited to individual performance, capital structure management, credit ratings, dividend growth and total shareholder return relative to peers. The diluted normalized FFO metric may be adjusted to reflect the pro forma impact of changes to LTC’s capital structure, strategic changes, and other items that were not contemplated in the annual budget approved by the Board of Directors.

 

FFO, as defined by the National Association of Real Estate Investment Trusts (or NAREIT), means net income available to common stockholders excluding gains or losses on the sale of real estate and impairment write-downs of depreciable real estate plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.  Normalized FFO and diluted normalized FFO, including the means of calculating each, is disclosed in LTC’s quarterly earnings releases.

 

Other executive officers of LTC continue to be eligible to receive cash bonuses within the discretion of the Board of Directors.

 

 

SIGNATURE

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

 

LTC PROPERTIES, INC.

 

 

 

 

 

 

Dated: February 19, 2014

By:

/s/ WENDY L. SIMPSON

 

 

Wendy L. Simpson

 

 

Chairman, CEO & President