false0000877860
0000877860
2020-02-21
2020-02-21
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 : February 21, 2020
NATIONAL HEALTH INVESTORS INC
(Exact name of registrant as specified in its charter)
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Maryland
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001-10822
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62-1470956
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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222 Robert Rose Drive, Murfreesboro, TN 37129
(Address of principal executive offices)
(615) 890-9100
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each Class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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NHI
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New York Stock Exchange
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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.
(e) Compensatory Arrangements of Certain Officers
Incentive bonuses
On February 14, 2020, the Compensation Committee approved the payment of incentive bonuses for 2019 results.
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Named Executive Officer
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2019 Bonus
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Eric Mendelsohn
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$650,000
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John Spaid
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$225,000
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Kristin S. Gaines
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$315,000
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Kevin Pascoe
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$350,000
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Ron Reel
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$150,000
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Equity Grant
On February 14, 2020, the Compensation Committee approved the following stock option grants for its named executive officers:
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Named Executive Officer
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Option Grant
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Eric Mendelsohn
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125,000
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John Spaid
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55,000
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Kristin S. Gaines
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55,000
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Kevin Pascoe
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55,000
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Ron Reel
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40,000
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The exercise price for each of the options will be the closing price of NHI’s common stock on February 21, 2020. All of the options granted will vest 1/3 on the date of grant and 1/3 on each of the first and second anniversary of the date of grant.
2020 Base Salaries
On February 14, 2020, the Compensation Committee approved 2020 base salaries for the named executive officers:
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Named Executive Officer
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2020 Base Salary
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Eric Mendelsohn
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$386,250
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John Spaid
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$250,000
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Kristin S. Gaines
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$185,657
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Kevin Pascoe
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$217,484
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Ron Reel
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$225,000
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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 thereunto duly authorized.
NATIONAL HEALTH INVESTORS, INC.
By: /s/John L. Spaid
Name: John L Spaid
Title: Chief Financial Officer
Date: February 21, 2020