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| LTC > SEC Filings for LTC > Form 8-K on 31-Jul-2009 | All Recent SEC Filings |
31-Jul-2009
Entry into a Material Definitive Agreement, Change in Directors or Principal O
On July 30, 2009, LTC Properties, Inc. ("LTC"), entered into a standard form of indemnity agreement with each member of its Board of Directors and officers of LTC. These agreements provide, among other things, that LTC will indemnify each Director or Officer (each, an "Indemnitee") in the event that the Indemnitee becomes a party or otherwise a participant in any action or proceeding on account of the Indemnitee's service as a Director or Officer of LTC (or service for another corporation or entity in any capacity at the request of LTC) to the fullest extent permitted by applicable law. Under the indemnity agreement, LTC will pay, in advance of the final disposition of any such action or proceeding, expenses (including attorneys' fees) incurred by the Indemnitee in defending or otherwise responding to such action or proceeding upon receipt of a written undertaking from the Indemnitee to repay the amount advanced consistent with applicable law in the event that a court shall ultimately determine that he or she is not entitled to be indemnified for such expenses. The contractual rights to indemnification provided by the indemnity agreements are subject to the limitations and conditions specified in the agreements, and are in addition to any other rights each Indemnitee may have under LTC's Restated Certificate of Incorporation and Amended and Restated Bylaws, each as amended from time to time, and applicable law.
On July 31, 2009, LTC announced the July 30, 2009 election of Ms. Devra G. Shapiro to the Board of Directors, increasing the number of Board Members from five to six and the total independent members from three to four. At the Board Meeting held July 30, 2009, Ms. Shapiro was appointed to LTC's Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee. In conjunction with her appointment to the Board, Ms. Shapiro was granted 15,000 stock options to vest ratably over three years and 3,000 restricted shares to vest ratably over three years. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. Such information shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information
None.
(d) Exhibits.
99.1 Press Release issued July 31, 2009.
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