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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 24, 2022

 

ALEXANDRIA REAL ESTATE EQUITIES, INC.

(Exact name of registrant as specified in its charter)

 

Maryland   1-12993   95-4502084

(State or other jurisdiction of
incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

26 North Euclid Avenue 91101
Pasadena, California
(Address of principal executive offices) (Zip Code)

 

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:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $.01 par value per share   ARE   New York Stock Exchange

 

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 ¨

 

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. 

    ¨

  

 

 

 

 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 24, 2022, the Board of Directors (the “Board”) of Alexandria Real Estate Equities, Inc. (the “Company”) elected Cynthia L. Feldmann as a director of the Company, to serve until the 2022 annual meeting of stockholders of the Company and until her successor is duly elected and qualifies. The Board also appointed Ms. Feldmann as a member of its Science, Technology & Agtech Committee and has determined that Ms. Feldmann is independent in accordance with applicable New York Stock Exchange listing standards and Securities and Exchange Commission rules. There were no arrangements or understandings between Ms. Feldmann and any other persons regarding her election to the Board. Ms. Feldmann is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Since 2005, Ms. Feldmann has served on the board of directors of STERIS PLC, a provider of infection prevention, decontamination, and health science technologies, products, and services. She is chair of STERIS’s Nominating and Governance Committee and a member of the Audit Committee, which she previously chaired. Since 2017, Ms. Feldmann has also served as a director of UFP Technologies, Inc. She is the chair of the UFP Technologies, Inc. Audit Committee and a current member of the Nominating Committee. Ms. Feldmann also currently serves as a director and chair of the Audit Committee of Frequency Therapeutics, Inc., a Nasdaq-listed clinical-stage biotechnology company. From 2013 until present, Ms. Feldmann has served as a director and, until 2021, as chair of the Finance Committee of Falmouth Academy, an academically rigorous, co-ed college preparatory day school for grades 7–12. From 2003 to 2018, Ms. Feldmann served on the board of directors of Hanger, Inc., a provider of orthotic and prosthetic services and products, and the largest orthotic and prosthetic managed care network in the United States. Ms. Feldmann chaired the Hanger, Inc. Audit Committee and served on the Compensation Committee and the Quality and Technology Committee. Ms. Feldmann also previously served as a director and chair of the Audit Committee and as a member of the Compensation Committee and the Quality and Technology Committee of HeartWare International, Inc., a Nasdaq-listed medical device company, from 2012 until its acquisition by Medtronic in August 2016. From 2012 to 2013, Ms. Feldmann served on the board of and chaired the Audit and Compliance Committees of Atrius Health, a non-profit organization comprising six leading Boston area physician groups representing more than 1,000 physicians serving nearly 1 million adult and pediatric patients. Ms. Feldmann was also a member of the board and served as chair of the Audit Committee of Hayes Lemmerz International Inc., a worldwide producer of aluminum and steel wheels for passenger cars, trucks, and trailers and a supplier of brakes and powertrain components, from 2006 to 2009. She was the President and Founder of Jetty Lane Associates, a consulting firm, from 2005 until 2012. Ms. Feldmann previously served as Business Development Officer at Edwards Angell Palmer & Dodge LLP, a Boston-based law firm, with a specialty in serving life sciences companies. From 1994 to 2002, she was a Partner at KPMG LLP, holding various leadership roles in the firm’s Medical Technology and Healthcare & Life Sciences industry groups. Ms. Feldmann also served as National Partner-in-Charge of the Life Sciences practice for Coopers & Lybrand (now PricewaterhouseCoopers LLP) from 1989 to 1994, among other leadership positions held during her 19-year career with the firm. Ms. Feldmann was a founding board member of MassMEDIC, a Massachusetts trade association for medical technology companies, where she also served as treasurer and board member of the Executive Committee during her tenure from 1997 to 2001. Ms. Feldmann is a retired CPA and holds a Masters Professional Director Certification from the American College of Corporate Directors.

 

On her initial election to the Board and pursuant to the terms of the Company’s Amended and Restated 1997 Stock Award and Incentive Plan, Ms. Feldmann received a grant of 1,000 shares of restricted stock of the Company, which shares vest in full on the second anniversary of the date of grant. Ms. Feldmann will also generally participate in the compensation arrangements provided to the Company’s independent directors, as described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 16, 2021, under the caption “2020 Director Compensation Table.”

 

The press release announcing Ms. Feldmann’s election as a director of the Company is attached hereto as Exhibit 99.1 and is filed herewith.

 

Item 9.01Financial Statements and Exhibits

 

(d) Exhibits

 

  99.1 Press Release, dated March 25, 2022.
  104.1 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

 

 

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.

 

  ALEXANDRIA REAL ESTATE EQUITIES, INC.
     
March 25, 2022 By: /s/ Dean A. Shigenaga
    Dean A. Shigenaga
    Chief Financial Officer

  

 

 

 

Exhibit 99.1 

 

 

 

Alexandria Real Estate Equities, Inc. Elects Cynthia Feldmann to Board of Directors

 

PASADENA, Calif., March 25, 2022 – Alexandria Real Estate Equities, Inc. (NYSE: ARE), an urban office REIT and the first, longest-tenured and pioneering owner, operator and developer uniquely focused on collaborative life science, agtech and technology campuses in AAA innovation cluster locations, today announced that the Board of Directors has elected Cynthia L. Feldmann as an independent director. The Company’s Board of Directors has also appointed Ms. Feldmann to serve as a member of the Science, Agtech & Technology Committee. She is an independent director in accordance with New York Stock Exchange (NYSE) listing standards and Securities and Exchange Commission (SEC) rules. Her term will run until the 2022 annual meeting of stockholders of the Company.

 

Ms. Feldmann is an experienced accounting and finance professional who brings decades of experience in life science, capital markets and public company board leadership to Alexandria. She was the president and founder of Jetty Lane Associates, a consulting firm, from 2005 until 2012. Prior to founding Jetty Lane Associates, Ms. Feldmann was a business development officer for Boston-based law firm Edwards Angell Palmer & Dodge LLP (now Locke Lord LLP), with a specialty in serving life science companies; a partner at KPMG LLP, where she held various leadership roles in the firm’s Medical Technology and Healthcare & Life Sciences industry groups; and the national partner-in-charge of the Life Sciences practice for Coopers & Lybrand (now PricewaterhouseCoopers LLP), among other leadership positions during her 19-year career with the firm.

 

In addition to serving on the Company’s Board of Directors, Ms. Feldmann currently serves on the boards of STERIS plc, UFP Technologies, Inc. and Frequency Therapeutics, Inc. She previously served as a director of Atrius Health, an innovative non-profit healthcare organization delivering a system of connected care for adult and pediatric patients in eastern Massachusetts; Hanger Inc., a leading provider of orthotic and prosthetic patient care services and products; and HeartWare International, Inc., a medical device company that was acquired by Medtronic. Ms. Feldmann is a retired certified public accountant and holds a Masters Professional Director Certification from the American College of Corporate Directors.

 

“We are honored and pleased to welcome Cynthia to our board of directors,” said Joel S. Marcus, executive chairman and founder of Alexandria Real Estate Equities, Inc. and Alexandria Venture Investments. “Her exceptional financial and accounting acumen, combined with her deep executive management and public board experience particularly in the life science and medical device sectors, will add tremendous value to Alexandria.”

 

 

 

 

About Alexandria Real Estate Equities, Inc.

 

Alexandria Real Estate Equities, Inc. (NYSE: ARE), an S&P 500® urban office REIT, is the first, longest-tenured and pioneering owner, operator and developer uniquely focused on collaborative life science, agtech and technology campuses in AAA innovation cluster locations, with a total market capitalization of $44.0 billion as of December 31, 2021, and an asset base in North America of 67.0 million SF. The asset base in North America includes 38.8 million RSF of operating properties and 4.8 million RSF of Class A properties undergoing construction, 8.7 million RSF of near-term and intermediate-term development and redevelopment projects and 14.7 million SF of future development projects. Founded in 1994, Alexandria pioneered this niche and has since established a significant market presence in key locations, including Greater Boston, the San Francisco Bay Area, New York City, San Diego, Seattle, Maryland and Research Triangle. Alexandria has a longstanding and proven track record of developing Class A properties clustered in urban life science, agtech and technology campuses that provide our innovative tenants with highly dynamic and collaborative environments that enhance their ability to successfully recruit and retain world-class talent and inspire productivity, efficiency, creativity and success. Alexandria also provides strategic capital to transformative life science, agtech and technology companies through our venture capital platform. We believe our unique business model and diligent underwriting ensure a high-quality and diverse tenant base that results in higher occupancy levels, longer lease terms, higher rental income, higher returns and greater long-term asset value. For additional information on Alexandria, please visit www.are.com.

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, without limitation, statements regarding the potential impacts of a director’s appointment to the Company’s board of directors and expectations regarding the Company’s performance and success. These forward-looking statements are based on the Company’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by the Company’s forward-looking statements as a result of a variety of factors, including, without limitation, the risks and uncertainties detailed in its filings with the Securities and Exchange Commission. All forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update this information. For more discussion relating to risks and uncertainties that could cause actual results to differ materially from those anticipated in the Company’s forward-looking statements, and risks and uncertainties to the Company’s business in general, please refer to the Company’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and any subsequently filed quarterly reports on Form 10-Q.

 

CONTACT: Sara Kabakoff, Vice President – Communications, (626) 788-5578, skabakoff@are.com

 

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