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): March 15, 2018
QTS Realty Trust, Inc.
Quality Tech, LP
(Exact name of registrant as specified in its charter)
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Maryland (QTS Realty Trust, Inc.)
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001-36109
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46-2809094
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(State or other jurisdiction
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(Commission
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(IRS Employer
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12851 Foster Street
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66213 |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (913) 814-9988
Not Applicable
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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. o
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
As previously disclosed, QTS Realty Trust, Inc. (the “Company”) and James H. Reinhart, the Company’s Chief Operating Officer—Operations, agreed on February 20, 2018 that Mr. Reinhart would leave the Company and QualityTech, LP, the Company’s operating partnership (the “Operating Partnership”), before the end of 2018. Mr. Reinhart’s employment with the Company and the Operating Partnership will end on March 31, 2018.
In connection with Mr. Reinhart’s departure, on March 15, 2018, the Company and Mr. Reinhart entered into an amendment to Mr. Reinhart’s employment agreement (the “Agreement”) to amend the provisions regarding vesting of equity awards upon certain events of termination (the “Amendment”). Pursuant to the Amendment, if Mr. Reinhart is terminated without cause, he terminates the Agreement for good reason or the Agreement is not renewed, Mr. Reinhart’s equity awards that otherwise would have accelerated upon these events of termination will continue to vest pursuant to their current vesting schedule until March 31, 2019, which is the expiration date of the current term of the Agreement. Any equity awards that do not vest on or before March 31, 2019 will be forfeited. Mr. Reinhart will have until 90 days after March 31, 2019 to exercise any vested options. In the absence of the Amendment, all of Mr. Reinhart’s equity awards that would have otherwise vested during the current term of the Agreement would have automatically accelerated and vested in full in the event of a termination described above and he would have 90 days from the date of termination to exercise any vested options. Except as set forth above, all other terms of the Agreement shall remain in full force and effect.
The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Exhibit Description |
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10.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: March 16, 2018 |
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QTS Realty Trust, Inc. |
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By: |
/s/ Shirley E. Goza |
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Shirley E. Goza
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Date: March 16, 2018 |
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Quality Tech, LP |
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By: |
QTS Realty Trust, Inc., |
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its general partner |
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/s/ Shirley E. Goza |
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Shirley E. Goza
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AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT
(James H. Reinhart)
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of March 15, 2018 (“Effective Date”), by and among QTS Realty Trust, Inc., a Maryland corporation (together with any successor general partner of the Operating Partnership (the “Company”), QualityTech, LP, a Delaware limited partnership (the “Operating Partnership”), Quality Technology Services, LLC, a Delaware limited liability company and an affiliate of the Company (the “Employer”) and James H. Reinhart, an individual (“Executive”), with respect to the following facts and circumstances:
RECITALS
WHEREAS, the Company, the Operating Partnership, the Employer and the Executive have entered into that certain Employment Agreement, effective April 3, 2017 (the “Employment Agreement”), and;
WHEREAS, Executive’s employment with the Company will terminate effective March 31, 2018 (“Termination Date”) without Cause, as defined in the Employment Agreement, and;
WHEREAS, pursuant to the Employment Agreement, Executive will receive (i) all Accrued Obligations in a lump sum in cash within twenty (20) days after the Termination Date; (ii) in a lump sum in cash on the first payroll date following sixty (60) days after the Termination Date, an amount equal to one (1) year of Executive’s Base Pay plus the Target Bonus as in effect on the Termination Date; (iii) if Executive elects COBRA coverage, reimbursement by the Employer for his premiums for such coverage for a period of eighteen (18) months following the Termination Date; and (iv) reimbursement by the Employer of outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year following the Termination Date, and;
WHEREAS, the parties now desire to amend the Employment Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:
1. Amendments
(a) Section 4.3.2 (d) of the Employment Agreement shall be amended to read as follows:
“(d) If not previously vested in full, the Equity Awards and any other equity awards granted to Executive that otherwise would vest during the then-current term of this Agreement (whether the initial term or any renewal term) shall continue to vest from the Termination Date until the then-current term of the Agreement shall expire (March 31, 2019) (“Complete Vest Date”). Further, Executive shall have ninety (90) days from the Complete Vest Date in which to exercise any Options that he holds. Any Equity Award or any other equity awards that do not vest by the Complete Vest Date shall be forfeited.
2. Employment Agreement Unchanged. Except as otherwise specifically set forth herein, the provisions of the Agreement shall continue in full force and effect in accordance with their terms.
3. Governing Law. This Amendment, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Kansas, but not including the choice-of-law rules thereof.
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COMPANY |
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QTS Realty Trust, Inc. |
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By: |
/s/ Shirley E. Goza |
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Name: Shirley E. Goza |
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Title: General Counsel & Secretary |
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OPERATING PARTNERSHIP |
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QualityTech, LP |
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By: QTS Realty Trust, Inc., General Partner |
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By: |
/s/ Shirley E. Goza |
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Name: Shirley E. Goza |
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Title: General Counsel & Secretary |
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EMPLOYER |
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Quality Technology Services, LLC |
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By: |
/s/ Shirley E. Goza |
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Name: Shirley E. Goza |
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Title: General Counsel & Secretary |
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EXECUTIVE |
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By: |
/s/ James H. Reinhart |
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Name: James H. Reinhart |
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3/15/2018 |
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Date Signed |
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