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Community Healthcare Trust (NYSE: CHCT) 2026 annual meeting vote results

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Community Healthcare Trust Incorporated reported results from its May 7, 2026 Annual Meeting of Stockholders. A total of 25,222,430 shares were present in person or by proxy, representing approximately 88.27% of outstanding shares.

Shareholders elected six directors to one-year terms, with each nominee receiving about 21.1–21.6 million votes in favor and facing relatively low withhold votes. Stockholders also approved, on a non-binding advisory basis, the company’s executive compensation, with 19,974,722 votes for and 1,857,467 against.

On the advisory vote regarding how often to hold say-on-pay votes, a majority supported a one-year frequency, with 21,414,585 votes for annual votes. The board decided to hold the advisory vote on executive compensation every year. Shareholders also ratified BDO USA, P.C. as independent registered public accounting firm for 2026, with 24,969,760 votes for and 207,990 against.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented 25,222,430 shares Present in person or by proxy at Annual Meeting; about 88.27% of outstanding
Meeting participation rate 88.27% Approximate percentage of total outstanding shares represented at Annual Meeting
Say-on-pay support 19,974,722 votes for Non-binding advisory vote approving executive compensation
Say-on-pay opposition 1,857,467 votes against Non-binding advisory vote on executive compensation
One-year frequency support 21,414,585 votes Votes for holding say-on-pay every 1 year
Auditor ratification support 24,969,760 votes for Ratification of BDO USA, P.C. as 2026 independent auditor
Votes for director Cathrine Cotman 21,559,321 votes for Election to Board of Directors for one-year term expiring in 2027
broker non-votes financial
"Votes For | Votes Withheld | Broker Non-Votes Cathrine Cotman | 21,559,321 | 363,776 | 3,299,333"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding advisory basis regulatory
"The shareholders approved, on a non-binding advisory basis, the Company’s compensation of its executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm regulatory
"the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
emerging growth company regulatory
"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
frequency of the vote on executive compensation financial
"the Company's frequency of the vote on executive compensation by the following vote"
false000163156900016315692026-05-072026-05-07


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 7, 2026 (May 7, 2026)

COMMUNITY HEALTHCARE TRUST INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Maryland 001-37401 46-5212033
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)

3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee 37067
(Address of principal executive offices) (Zip Code)

(615) 771-3052
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, 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):

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

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

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

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each ClassTrading SymbolName of each exchange on which registered
Common stock, $0.01 par value per shareCHCTNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.07   Submission of Matters to a Vote of Security Holders

    Community Healthcare Trust Incorporated (the "Company") held its Annual Meeting of Stockholders on May 7, 2026. At the Annual Meeting, there were present in person or by proxy 25,222,430 shares of the Company's common stock, representing approximately 88.27% of the total outstanding shares. Set forth below are the voting results for the proposals considered and voted upon at the Annual Meeting of Stockholders.


1.    The election of six directors to the Board of Directors of the Company, each to serve a one-year term expiring in 2027.

The following six directors were elected based on the following vote total:
NomineeVotes ForVotes WithheldBroker Non-Votes
Cathrine Cotman21,559,321 363,776 3,299,333 
David Dupuy21,602,402 320,695 3,299,333 
Alan Gardner21,374,647 548,450 3,299,333 
Claire Gulmi21,254,283 668,814 3,299,333 
Robert Hensley21,266,801 656,296 3,299,333 
Lawrence Van Horn21,050,312 872,785 3,299,333 


2.     The shareholders approved, on a non-binding advisory basis, the Company’s compensation of its executive officers by the following vote:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
19,974,722 1,857,467 90,908 3,299,333 

3. The shareholders approved, on a non-binding advisory basis, the Company's frequency of the vote on executive compensation by the following vote:
Every 1 YearEvery 2 YearsEvery 3 YearsAbstainBroker Non-Votes
21,414,585 20,914 421,980 65,618 3,299,333 

A majority of the shareholders selected, on a non-binding advisory basis, a one-year frequency for non-binding advisory votes
on executive compensation. Based on these results, the Company’s Board of Directors has determined that the Company will
hold a non-binding advisory vote on executive compensation on an annual basis (once every year) until the next shareholder
vote on the frequency of the vote on executive compensation.

4.    The ratification of the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for 2026.

The shareholders ratified the appointment of BDO USA, P.C. based on the following vote totals:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
24,969,760 207,990 44,680 
2



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 hereunto duly authorized.
 COMMUNITY HEALTHCARE TRUST INCORPORATED
 By:
/s/ William G. Monroe IV
William G. Monroe IV
Executive Vice President and Chief Financial Officer
Date: May 7, 2026  

3

FAQ

What happened at Community Healthcare Trust (CHCT) 2026 annual meeting?

Community Healthcare Trust held its Annual Meeting on May 7, 2026, with 25,222,430 shares represented, about 88.27% of outstanding shares. Shareholders elected six directors, approved executive compensation on an advisory basis, chose annual say-on-pay votes, and ratified BDO USA, P.C. as auditor for 2026.

Were Community Healthcare Trust (CHCT) directors re-elected in 2026?

Yes. Shareholders elected six directors to one-year terms expiring in 2027. Each nominee received about 21.1–21.6 million votes for, versus several hundred thousand votes withheld, along with 3,299,333 broker non-votes recorded for each director election proposal at the annual meeting.

How did Community Healthcare Trust (CHCT) shareholders vote on executive compensation?

Shareholders approved the company’s executive compensation on a non-binding advisory basis. Votes totaled 19,974,722 for, 1,857,467 against, and 90,908 abstentions, with 3,299,333 broker non-votes. This outcome indicates support for the current executive pay program as presented to stockholders.

What say-on-pay frequency did Community Healthcare Trust (CHCT) investors choose?

Investors favored holding the advisory vote on executive compensation every year. The frequency vote received 21,414,585 votes for one year, 20,914 for two years, 421,980 for three years, and 65,618 abstentions, plus 3,299,333 broker non-votes, leading the board to adopt an annual schedule.

Did Community Healthcare Trust (CHCT) shareholders ratify the company’s auditor for 2026?

Yes. Stockholders ratified BDO USA, P.C. as Community Healthcare Trust’s independent registered public accounting firm for 2026. The ratification vote totaled 24,969,760 votes for, 207,990 against, and 44,680 abstentions, with no broker non-votes reported on this auditor ratification proposal.

What level of shareholder turnout did Community Healthcare Trust (CHCT) report?

The company reported 25,222,430 shares present in person or by proxy at the Annual Meeting. This represented approximately 88.27% of total outstanding common shares, indicating a relatively high level of shareholder participation in the 2026 governance and advisory voting matters presented.

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