Business Context and Reporting Period
This Form 8-K is a current report filed by Griffin-American Healthcare REIT IV, Inc. (the "Registrant") on January 11, 2018. The Registrant is an emerging growth company incorporated in Maryland. The report addresses corporate governance changes effective as of the filing date.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document focuses exclusively on personnel changes within the board of directors.
Material Changes
- Resignation: Ronald J. Lieberman resigned as a member of the board of directors effective January 11, 2018, following the fulfillment of transition service obligations to Colony NorthStar, Inc. The resignation was not due to any disagreement regarding operations, policies, or practices.
- Appointment: Richard S. Welch was appointed to the board of directors effective January 11, 2018, to fill the vacancy created by Mr. Lieberman's resignation. Mr. Welch was designated by Colony NorthStar, which indirectly owns approximately 45.1% of American Healthcare Investors, LLC, the Registrant's co-sponsor.
- Compensation: Mr. Welch serves as a non-independent director and will not receive compensation for his board services, though he is covered by the company's standard indemnification agreements.
Outlook, Risks, and Management Commentary
The filing provides background on the new appointee, Richard S. Welch. He has served as a Managing Director at Colony NorthStar since July 2007, with oversight of the healthcare portfolio beginning in April 2017. Prior to 2005, he worked in investment banking at Goldman, Sachs & Co. He holds a B.S. in Accounting from the University of Southern California and an M.B.A. from The Wharton School. The filing notes that Mr. Welch has no direct or indirect material interests in transactions with the company other than through his position with Colony NorthStar.
Investor Verification Checklist
- Verify the ownership percentage of Colony NorthStar in American Healthcare Investors, LLC (stated as approximately 45.1%).
- Confirm the terms of the indemnification agreement applicable to the new director, Richard S. Welch.
- Review the timeline for the next annual meeting of stockholders to determine the duration of Mr. Welch's interim appointment.
- Check for any subsequent filings regarding the election of a permanent successor to Mr. Welch.