UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
January 15, 2019
ALEXANDRIA REAL ESTATE EQUITIES, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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1-12993
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95-4502084
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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385 East Colorado Boulevard, Suite 299
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Pasadena, California
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91101
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(626) 578-0777
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230. 405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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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.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On and effective
January 15, 2019
, Alexandria Real Estate Equities, Inc., a Maryland corporation (the “Company”), entered into a Letter Amendment (the “Amendment”) to the Amended and Restated Executive Employment Agreement, effective January 1, 2015, as amended pursuant to letter agreements dated July 3, 2017 and March 20, 2018 (collectively, the “Employment Agreement”), between the Company and Joel S. Marcus, the Company’s Executive Chairman (the “Executive”).
The Amendment extends the expiration of the Executive's term as the Company’s Executive Chairman from December 31, 2019 until December 31, 2020, subject to extension for additional one-year periods thereafter unless and until the Company or the Executive provides notice of non-renewal. In addition, for any equity or equity-based awards granted after the date of the Amendment, the Amendment revises the age required for the treatment upon certain terminations of service for any reason other than Cause as defined in the Employment Agreement as provided in the last paragraph of Section 3.4(h)(iii) of the Employment Agreement to age 77, from age 72.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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SIGNATURES
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.
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ALEXANDRIA REAL ESTATE EQUITIES, INC.
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Date:
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January 18, 2019
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By:
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/s/ Dean A. Shigenaga
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Dean A. Shigenaga
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Co-President & Chief Financial Officer
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(Principal Financial Officer)
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January 15, 2019
Joel S. Marcus
Address on file with the Corporation
Dear Joel:
This letter confirms our recent discussions regarding your service as Executive Chairman and our modification to your Amended and Restated Executive Employment Agreement, effective as of January 1, 2015 (your “Employment Agreement”), as amended by the letters from the Corporation to you dated July 3, 2017 and March 20, 2018, respectively, regarding your Employment Agreement (together, the “Letter Amendments”), using the same defined terms used in the Employment Agreement and the Letter Amendments.
Term
The Executive Chairman Period and Term shall continue through December 31, 2020 and, beginning at that date, the Executive Chairman Period and Term will be extended each December 31 for an additional one-year period unless you or the Corporation delivers 90 days’ prior written notice of nonrenewal to the other.
Certain Equity Related Provisions
For any equity or equity-based awards (including, without limitation, the LTI Grant made in 2019 for fiscal year 2018 and any other restricted stock awards and stock options) granted after the date of this letter, the age required for the treatment upon certain terminations of service for any reason other than Cause as provided in the last paragraph of Section 3.4(h)(iii) of your Employment Agreement will be age 77, instead of age 72.
For the avoidance of doubt, this letter does not affect your equity or equity-based awards outstanding as of the date of this letter, and age 72 will continue to apply for the treatment of such awards upon certain terminations of service for any reason other than Cause as provided in the last paragraph of Section 3.4(h)(iii) of your Employment Agreement.
Miscellaneous
This letter amends both your Employment Agreement and the Letter Amendments, which continue in all other respects in accordance with their terms. Together with your Employment Agreement, the agreements and plans referred to therein, and the Letter Amendments, this letter represents the entire understanding between the Corporation and you with respect to the subject matter hereof, and this letter supersedes any and all prior understandings, agreements, plans and negotiations, whether written or oral, with respect to the subject matter hereof. Section 6 of your Employment Agreement (including governing law and mandatory arbitration) is incorporated by reference into this letter.
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If you agree with the foregoing, please sign and return the enclosed copy of this letter, which will become a binding agreement on receipt. We are looking forward to your continued leadership.
Sincerely,
Alexandria Real Estate Equities, Inc.
By:
/s/ Dean A. Shigenaga
Name: Dean A. Shigenaga
Title: Co-President & Chief Financial Officer
Accepted and Agreed as of the date hereof:
/s/ Joel S. Marcus
Joel S. Marcus
