UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 8, 2007
MEDICAL PROPERTIES TRUST, INC.
(Exact Name of Registrant as Specified in Charter)
COMMISSION FILE NUMBER 001-32559
MARYLAND 20-0191742
(State or other jurisdiction (I. R. S. Employer
of incorporation or organization) Identification No.)
1000 URBAN CENTER DRIVE, SUITE 501
BIRMINGHAM, AL 35242
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(205) 969-3755
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
(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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
On March 8, 2007, the compensation committee of the Board of Directors (the
"Compensation Committee") of Medical Properties Trust, Inc. (the "Company")
approved the general terms of a multi-year incentive program (the "2007
Program") to be administered under the Company's existing equity compensation
plan. The 2007 Program is designed to motivate, retain and reward the Company's
senior executive officers based on the achievement of key business objectives
while maintaining alignment of their interests with those of the Company's
shareholders. The 2007 Program is intended to replace the Company's existing
long-term incentive compensation program for senior officers, although awards
previously granted under existing plans will remain outstanding.
The 2007 Program will consist of three basic components:
o time-based restricted stock awards;
o core performance restricted stock awards; and
o superior performance awards.
Time-based awards would vest ratably over a seven-year period. Core performance
awards would vest over a seven-year period based on the Company's achieving
specific total return benchmarks. Cash dividends would be paid on all award
shares, including unvested portions and non-cash dividends would be subject to
vesting.
Superior performance awards, which are intended to encourage management to
create shareholder value in excess of industry expectations in a "pay for
performance" structure, would be in the form of stock units that are convertible
into shares of the Company's common stock. The number of shares of common stock
for which the units could be converted would be based on a sliding scale that
references the Company's total return to shareholders over the four-year period
commencing on the date of grant, with a conversion rate beginning at 1:1,
subject to achieving a specified minimum return to shareholders, and a maximum
conversion rate of 1:3, subject to achieving a specified "outperform" return to
shareholders. One-third of the superior performance units would vest on fourth
anniversary of grant and an additional third would vest on each of the
succeeding two anniversaries, based on continued employment. Beginning at the
end of the four-year measurement period, cash dividends would accrue on all
award units, including unvested portions.
The Compensation Committee has also determined to consider whether some or all
awards under the 2007 Program may be granted in the form of operating
partnership profits interest units of MPT Operating Partnership, L.P., the
entity through which the Company conducts substantially all its business.
Subject to vesting and the other terms of the applicable award, these profits
interest units would be exchangeable for shares of the Company's common stock or
cash, at the Company's election. Distributions on the profits interest units
would equal the dividends paid on the Company's common stock on a per unit
basis, subject to the terms of the applicable award.
All determinations, interpretations and assumptions relating to the vesting and
calculation of awards under the 2007 Program would be made by the Compensation
Committee. In the event of a change in control of the Company during the vesting
period, grants that are subject to time-based vesting would become fully vested
and grants that are subject to performance-based vesting would become fully
vested if performance hurdles, as prorated for the shortened performance period,
are met.
The Compensation Committee is in the process of finalizing the 2007 Program
documentation. Accordingly, the definitive plan and award documentation may
contain material terms in addition to, or different from, the terms described
above.
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.
MEDICAL PROPERTIES TRUST, INC.
(Registrant)
By: /s/ R. Steven Hamner
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R. Steven Hamner
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
Date: March 14, 2007