UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
April 26, 2019
SUMMIT HEALTHCARE REIT, INC.
(Exact name of registrant as specified in its charter)
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| Maryland | 000-52566 | 73-1721791 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
2 South Pointe Drive, Suite 100, Lake Forest, California 92630
(Address of principal executive offices)
(800) 978-8136
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act. |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
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.¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Ticker Symbol(s) | | Name of each exchange on which registered |
| N/A | | N/A | | N/A |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e)
On April 26, 2019, the Compensation Committee of the Board of Directors of Summit Healthcare REIT, Inc. (the “Company”) approved executive compensation for 2019 with respect to each of its named executive officers, Kent Eikanas, President and Chief Operating Officer, and Elizabeth Pagliarini, Chief Financial Officer.
In 2019, Mr. Eikanas and Ms. Pagliarini will be entitled to receive: (i) a base salary equivalent to that each received in 2018; (ii) if certain performance criteria set by the Compensation Committee are satisfied, the opportunity to each receive grants of up to 350,000 options to acquire shares of the Company’s common stock under the Summit Healthcare REIT, Inc. 2015 Omnibus Incentive Plan; and (iii) if certain other performance goals set by the Compensation Committee are met, cash bonuses of up to $350,000 each. The respective cash bonus opportunities for Mr. Eikanas and Ms. Pagliarini in 2019 is higher, when compared to 2018 and prior years.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | SUMMIT HEALTHCARE REIT, INC. | |
| | | | |
| | By: | /s/ Elizabeth A. Pagliarini | |
| | Name: | Elizabeth A. Pagliarini | |
| | Title: | Chief Financial Officer | |
Dated: May 3, 2019
