Maryland
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001-13561
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43-1790877
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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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909 Walnut Street,
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Suite 200
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Kansas City,
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Missouri
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64106
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(Address of principal executive offices) (Zip Code)
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(816)
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472-1700
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common shares, par value $0.01 per share
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EPR
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New York Stock Exchange
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5.75% Series C cumulative convertible preferred shares, par value $0.01 per share
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EPR PrC
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New York Stock Exchange
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9.00% Series E cumulative convertible preferred shares, par value $0.01 per share
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EPR PrE
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New York Stock Exchange
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5.75% Series G cumulative redeemable preferred shares, par value $0.01 per share
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EPR PrG
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New York Stock Exchange
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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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Greg Silvers President and CEO
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28,391 Performance Shares, representing a value of $2,020,000; and 14,195 Restricted Shares, representing a value of $1,010,000
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Mark Peterson EVP and CFO
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10,077 Performance Shares, representing a value of $717,000; and 5,039 Restricted Shares, representing a value of $358,500
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Greg Zimmerman EVP and CIO
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9,445 Performance Shares, representing a value of $672,000; and 4,722 Restricted Shares, representing a value of $336,000
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Craig Evans EVP, GC and Secretary
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6,379 Performance Shares, representing a value of $453,833; and 3,189 Restricted Shares, representing a value of $226,917
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Mike Hirons SVP - Asset Management
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5,277 Performance Shares, representing a value of $375,467; and 2,639 Restricted Shares, representing a value of $187,733
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Exhibit
No.
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Description
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2020 Long Term Incentive Plan
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Form of Performance Shares Awards Agreement under the 2020 Long Term Incentive Plan
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Form of Restricted Shares Award Agreement under the 2020 Long Term Incentive Plan
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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EPR PROPERTIES
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By:
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/s/ Mark A. Peterson
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Mark A. Peterson
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Executive Vice President, Treasurer and Chief Financial
Officer
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Performance Period:
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Target Value of Award on Award Date:
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$
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Target Number of Performance Shares:
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(a)
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The Target Number of Performance Shares (set forth above) multiplied by fifty percent (50%) multiplied by the Total Shareholder Return (“TSR”) Payout Percentage for the Triple Net Peer Group.
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Performance Level
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Annualized TSR Percentile Rank for the Performance Period Versus
Triple Net Peer Group
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TSR Payout Percentage
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Outperformance
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Maximum
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Target
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Minimum
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(b)
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The target number of Performance Shares multiplied by twenty five percent (25%) multiplied by the TSR Payout Percentage for the MSCI US REIT Index.
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Performance Level
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Annualized TSR Percentile Rank for the Performance Period Versus
MSCI US REIT Index
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TSR Payout Percentage
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Outperformance
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Maximum
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Target
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Minimum
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(c)
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The target number of Performance Shares multiplied by twenty five percent (25%) multiplied by the AFFO Payout Percentage.
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Performance Level
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Average Annual Growth in AFFO per Share for the Performance Period
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AFFO Payout Percentage
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Maximum
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Target
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Minimum
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(a)
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If employment terminates prior to the second anniversary of the beginning of the Performance Period, all Payout Percentages will be deemed to be achieved at the target and settled at 100%.
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(b)
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If employment terminates on or after the second anniversary of the beginning of the Performance Period and prior to the end of the Performance Period, all Payout Percentages will be determined based on the actual results from the beginning of the Performance Period to the date of termination of employment.
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The Company:
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Participant:
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EPR PROPERTIES
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___________________
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BY: ___________________
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___________________
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[Name]
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Address of Participant:
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[Title]
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___________________
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Date of Grant:
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Number of Restricted Shares Granted:
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Vesting Date
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Cumulative Percentage Vested
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The Company:
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Participant:
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EPR PROPERTIES
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___________________
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BY: ___________________
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___________________
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[Name]
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Address of Participant:
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[Title]
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___________________
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