Item 1.01 Entry into a Material Definitive Agreement.
On May 7, 2009, the Board of Directors of Care Investment Trust Inc. (the
"Company") awarded Steven N. Warden 15,000 restricted stock units, which vest in
four equal installments, commencing on May 7, 2010. The Board of Directors also
awarded Paul F. Hughes, the Company's new Chief Financial Officer, 13,333
restricted stock units, which also vest in four equal installments, commencing
on May 7, 2010.
Item 2.02 Results of Operations and Financial Condition.
On May 11, 2009, the Company issued a press release reporting its results for
the quarter ended March 31, 2009. The press release, which is attached as
Exhibit 99.1, and the information included in Item 7.01 of this Form 8-K, are
incorporated herein by reference.
The information in the earnings release is "furnished" and not "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise
subject to the liabilities of that section. Such information may be incorporated
by reference in another filing under the Securities Exchange Act of 1934 or the
Securities Act of 1933 only if and to the extent such subsequent filing
specifically references such information.
The earnings release contains non-GAAP financial measures. For purposes of
Regulation G, a non-GAAP financial measure is a numerical measure of a
registrant's historical or future financial performance, financial position or
cash flows that excludes amounts, or is subject to adjustments that have the
effect of excluding amounts, that are included in the most directly comparable
measure calculated and presented in accordance with GAAP in the statement of
income, balance sheet or statement of cash flows (or equivalent statements) of
the issuer; or includes amounts, or is subject to adjustments that have the
effect of including amounts, that are excluded from the most directly comparable
measure so calculated and presented. In this regard, GAAP refers to generally
accepted accounting principles in the United States. Pursuant to the
requirements of Regulation G, the Company has provided reconciliations of the
non-GAAP financial measures to the most comparable GAAP financial measures set
forth in the earnings release on the reconciliation schedules attached to the
earnings release.
Item 7.01 Regulation FD Disclosure.
On May 11, 2009, the Company issued a press release announcing its results for
the quarter ended March 31, 2009. The press release, which is attached as
Exhibit 99.1, and the information included in Item 2.02 of this Form 8-K, are
incorporated herein by reference.
The information in the press release referenced above and in this Item 7.01 is
"furnished" and not "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, or otherwise subject to the liabilities of that section.
Such information may be incorporated by reference in another filing under the
Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the
extent such subsequent filing specifically references the information
incorporated by reference herein.