Global Medical REIT Inc. (NYSE:GMRE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
On August 20, 2017, David A. Young resigned, effective as of August 16, 2017, from his positions as the Chief Executive Officer and as a director of Global Medical REIT Inc., a Maryland corporation (the “Company”). In connection with his resignation, Inter-American Management LLC, the Company’s external Advisor, (the “Advisor”) entered into a Separation Agreement and General Release (the “Separation Agreement”) and will enter into a Consulting Agreement (the “Consulting Agreement”) with Mr. Young.
to the Separation Agreement, Mr. Young’s employment with the Advisor will terminate effective September 19, 2017. The Consulting Agreement will commence at that time. Under the Separation Agreement, Mr. Young will receive two months of salary from the Advisor following the termination of his employment and 24,000 of his unvested LTIP units issued to the Company’s 2016 Equity Incentive Plan will vest immediately, subject to Mr. Young’s non-revocation of the Separation Agreement prior to August 27, 2017, and his compliance with the Separation Agreement. to the Consulting Agreement, which will have a one-year term, the Advisor will pay Mr. Young cash fees of $7,500 per month for acquisition and business development consulting services and the Company will pay him a one percent fee for all off-market healthcare facility acquisition opportunities Mr. Young identifies for the Company after the termination of his employment and that the Company consummates during the term of the Consulting Agreement. The Consulting Agreement may be renewed for an additional one year term subject to certain conditions.
The foregoing descriptions of the Separation Agreement and the Consulting Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference, are not complete and are qualified in their entirety by reference to the terms of these agreements filed in such Exhibits.
On August 20, 2017, the board of directors of the Company (the “Board”) appointed Jeffrey Busch, the Company’s President and Chairman, to serve as the new Chief Executive Officer of the Company.
Mr. Busch has been an active investor in the real estate industry since 1985. Since 2013, Mr. Busch has served as President of the Company’s external advisor, Inter-American Management LLC (the “Advisor”). Mr. Busch also has served as a director of the Company since September 2014 and has served as Chairman and President of the Company from August 2015 to the present. Since October 2014, Mr. Busch has served as Chairman of the Board of Directors of American Housing REIT Inc. (f/k/a On Target 360), which is also externally managed by the Advisor. His experience includes developing numerous properties in various asset classes, owning and managing real estate in several states, including rental housing, and a wide variety of commercial real estate. Since 2001, Mr. Busch has also served as President of Safe Blood International Foundation, where he oversees the establishment of medical facilities in 35 developing nations, funded by the CDC and USAID, Exxon Mobil, and the Gates Foundation. Mr. Busch has had presidential appointments in two presidential administrations, one in the Department of Housing and Urban Affairs and the other at the United Nations in Geneva, where he served as a United States delegate. Mr. Busch holds a B.A from New York University in the Stern School of Business, a Masters of Public Administration from New York University, and a J.D. from Emory University.
Mr. Busch is not related to any other officer or any director of the Company. Since the beginning of the Company’s last fiscal year to the effective date of Mr. Busch’s appointment, Mr. Busch has not been a participant, nor has he had any direct or indirect material interest in any transaction in which the Company was or is to be a participant and the amount involved exceeded or exceeds $120,000.
| Item 7.01 | Regulation FD Disclosure. |
On August 21, 2017, the Company issued a press release announcing Mr. Young’s resignation and Mr. Busch’s appointment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information included in Item 7.01 of this Current Report on Form 8-K and the exhibit related thereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statement and Exhibits. |
| Exhibit No. | Description |
| 10.1* | Separation Agreement and General Release, dated August 20, 2017 |
| 10.2 | Form of Consulting Agreement, to be dated September 19, 2017 |
| 99.1 | Press release dated August 21, 2017 |
| * | Management contract or compensatory plan or arrangement. |
Global Medical REIT Inc. ExhibitEX-10.1 2 v473727_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE David A. Young (“Employee”) and Inter-American Management LLC (the “Company”) have agreed to the following terms and conditions contained in this Confidential Separation Agreement and General Release (this “Agreement”). 1. Employment Separation. Employee’s employment with the Company will end effective on September 19,…To view the full exhibit click here
About Global Medical REIT Inc. (NYSE:GMRE)
Global Medical REIT Inc. focuses on operating as a real estate investment trust. The Company is engaged primarily in the acquisition and leasing of licensed purpose-built healthcare facilities in certain markets with various clinical operators. The Company seeks to invest in these purpose-built, specialized facilities, such as surgery centers, specialty hospitals and outpatient treatment centers. Its tenant-operators are physician group tenant-operators, community hospital tenant-operators and corporate medical treatment chain operators. Its properties include a six building, 52,266 square foot medical clinic portfolio in Tennessee; a combined approximately 27,190 square foot surgery center and medical office building located in West Mifflin, Pennsylvania; an approximately 8,840 square foot medical office building known as the Orthopedic Surgery Center, located in Asheville, North Carolina, and a 56-bed long term acute care hospital located at 1870 South 75th Street, Omaha, Nebraska.