UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 1, 2016
REVEN HOUSING REIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 000-54165 | 84-1306078 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
|
875 Prospect Street, Suite 304 La Jolla, CA 92037 |
| (Address of principal executive offices) |
| (858) 459-4000 |
| (Registrant’s telephone number, including area code) |
|
7911 Herschel Avenue, Suite 201 La Jolla, CA 92037 |
| (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 obligations of the registrant under any of the following provisions.
| 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 240.14d-2(b) |
| 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) |
Item 1.01 Entry into a Material Definitive Agreement.
On February 1, 2016, we entered into amendments to the employments agreements previously entered into with our chief executive officer, Chad Carpenter, and chief financial officer, Thad Meyer, for purposes of increasing their annual base salaries thereunder to $252,000 and $220,500, respectively.
The foregoing description of the amendments is qualified in its entirety by reference to the full text of the amendments, which are attached hereto as Exhibits 10.1 and 10.2.
Item 9.01 Financial Statements and Exhibits .
| (d) | Exhibits. |
The following exhibits are filed with this report:
| Exhibit 10.1 | Amendment No. 1 dated February 1, 2016 to Employment Agreement between Reven Housing REIT, Inc. and Chad M. Carpenter dated March 4, 2013 |
| Exhibit 10.1 | Amendment No. 1 dated February 1, 2016 to Employment Agreement between Reven Housing REIT, Inc. and Thad Meyer dated April 17, 2014 |
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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| REVEN HOUSING REIT, INC. | |
| Dated: February 2, 2016 | /s/ Thad L. Meyer |
| Thad L. Meyer, | |
| Chief Financial Officer | |
Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“ Amendment ”) is entered into as of February 1, 2016, to be effective as of January 1, 2016 (“ Effective Date ”), by and between Reven Housing REIT, Inc., a Maryland corporation (the “ Company ”), and Chad Carpenter, an individual (“ Executive ”).
R E C I T A L
A. The parties hereto have previously entered into that certain Employment Agreement dated March 4, 2013 (the “ Employment Agreement ”).
B. The parties hereto desire to amend the Employment Agreement as set forth below.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements contained herein, the parties agree as follows:
1. Section 4(a) of the Employment Agreement is hereby amended by deleting it in its entirety and replacing it with the following new Section 4(a):
“ (a) Base Salary . The Executive shall receive a Base Salary at the annual rate of $252,000 during the Term of Employment, with such Base Salary payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes. The Base Salary shall be reviewed, at least annually, for merit increases and may, by action and in the discretion of the Compensation Committee of the Board, be increased at any time or from time to time, but may not be decreased from the then current Base Salary. In addition, on each anniversary of the Commencement Date of this Agreement, the Compensation Committee shall undertake a compensation review of comparable public companies in order to determine the amount of any such increases to the Executive’s Base Salary based on competitive compensation of CEOs at such comparable public companies, which amount should be consistent with at least the fiftieth (50%) percentile of such comparable compensation.”
2. This Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
3. Except as set forth in this Amendment, all other provisions of the Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.
| “COMPANY” | |||
| REVEN HOUSING REIT, INC., | |||
| a Maryland corporation | |||
| By: | /s/ Thad Meyer | ||
| Thad Meyer, Chief Financial Officer | |||
| “EMPLOYEE” | |||
| /s/ Chad Carpenter | |||
| Chad Carpenter, an individual | |||
Exhibit 10.2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“ Amendment ”) is entered into as of February 1, 2016, to be effective as of January 1, 2016 (“ Effective Date ”), by and between Reven Housing REIT, Inc., a Maryland corporation (the “ Company ”), and Thad Meyer, an individual (“ Executive ”).
R E C I T A L
A. The parties hereto have previously entered into that certain Employment Agreement dated April 17, 2014 (the “ Employment Agreement ”).
B. The parties hereto desire to amend the Employment Agreement as set forth below.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements contained herein, the parties agree as follows:
1. Section 4(a) of the Employment Agreement is hereby amended by deleting it in its entirety and replacing it with the following new Section 4(a):
“ (a) Base Salary . The Executive shall receive a Base Salary at the annual rate of $220,500 during the Term of Employment, with such Base Salary payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes. The Base Salary shall be reviewed, at least annually, for merit increases and may, by action and in the discretion of the Compensation Committee of the Board, be increased at any time or from time to time, but may not be decreased from the then current Base Salary.”
2. This Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
3. Except as set forth in this Amendment, all other provisions of the Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.
| “COMPANY” | |||
| REVEN HOUSING REIT, INC., | |||
| a Maryland corporation | |||
| By: | /s/ Chad Carpenter | ||
| Chad Carpenter, Chief Executive Officer | |||
| “EMPLOYEE” | |||
| /s/ Thad Meyer | |||
| Thad Meyer, an individual | |||