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 8, 2018

 

 

 

Innovative Industrial Properties, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-37949   81-2963381

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

 

11440 West Bernardo Court, Suite 220

San Diego, California 92127

(Address of principal executive offices, including zip code)

 

Registrant's telephone number, including area code: (858) 997-3332

 

 

 

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):

 

¨ 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))

 

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 x

 

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

 

Executive Compensation Decisions

 

On January 8, 2018, the Compensation Committee of the Board of Directors (the "Board") of Innovative Industrial Properties, Inc. (the "Company") adjusted the annual base salaries of the Company's executive officers for 2018, determined the executive officers' 2017 cash bonuses and granted executive officers awards of restricted shares of common stock. These salaries, bonuses and grants of restricted stock are summarized in the following table:

 

Name and Position  

2018

Base Salary(1)

   

2017

Cash Bonus

   

Restricted Stock

Awards(2)

 

Alan Gold

Executive Chairman

  $ 600,000     $ 400,000       40,749  
                         

Paul Smithers

President and Chief Executive Officer

  $ 360,000     $ 210,000       11,886  
                       

Catherine Hastings

Chief Financial Officer, Chief Accounting Officer and Treasurer

  $ 210,000     $ 120,000       6,792  
                         

Brian Wolfe

Vice President, General Counsel and Secretary

  $ 210,000     $ 120,000       6,792  

 

 

  

(1) Adjustments to the executive officers' base salaries are effective as of January 1, 2018.
(2) The restricted stock awards vest ratably on each of January 1, 2019, January 1, 2020 and January 1, 2021 for each of the Company's executive officers, provided that he or she continues to be an employee of the Company or a non-employee member of the Board on each such date. The restricted stock awards were issued to each executive officer pursuant to a Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (the "Award Agreement") under the Company's 2016 Omnibus Incentive Plan (the "Plan").

 

Amendments to Director Compensation Policy

 

In addition, on January 8, 2018, the Board approved revisions to the Company's Director Compensation Policy effective as of January 1, 2018 (the "Director Compensation Policy"). Under the revised Director Compensation Policy, each of the Company's non-employee directors receives an annual fee of $25,000 in cash (except in the case of Mr. Kreitzer, who serves as vice chairman of the Board and receives an annual retainer of $50,000 in cash) and an annual retainer of $40,000 payable in restricted shares of common stock under the Plan (except in the case of Mr. Kreitzer, who receives an annual retainer of $50,000 payable in restricted shares of common stock under the Plan), which vest in their entirety one year from the date of grant. The audit committee chair continues to receive an additional annual retainer of $5,000 in cash and any other committee chair continues to receive an additional annual retainer of $2,500 in cash. All members of the Board continue to be reimbursed for their costs and expenses in attending Board meetings.

 

The Company also will grant $40,000 in restricted shares of common stock under the Plan to each non-employee director who is initially elected or appointed to the Board on the date of such initial election or appointment, which vest in their entirety one year from the date of grant.

 

Directors who are employees of the Company or its subsidiaries do not receive compensation for their service as directors.

 

 

 

 

 Copies of the Award Agreement and Director Compensation Policy are filed as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference. The foregoing descriptions of the Award Agreement and the Director Compensation Policy are qualified in their entirety by reference to the full text of the Award Agreement and Director Compensation Policy.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit  

 

Description of Exhibit  

   
10.1(1)   Form of Restricted Stock Award Agreement for Officers.
10.2   Director Compensation Policy.

 

 

 

 

(1) Incorporated by reference to Exhibit 10.2 to Innovative Industrial Properties, Inc.'s Registration Statement on Form S-8 (File No. 333-214919), filed with the Securities and Exchange Commission on December 6, 2016.

 

 

 

 

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.

 

       
Date: January 9, 2018 INNOVATIVE INDUSTRIAL PROPERTIES, INC.  
       
  By:

/s/ Catherine Hastings

 
  Name: Catherine Hastings  
  Title:

Chief Financial Officer, Chief Accounting

Officer and Treasurer

 
     

 

 

 

 

EXHIBIT INDEX

 

 

Exhibit  

 

Description of Exhibit  

   
10.1(1)   Form of Restricted Stock Award Agreement for Officers.
10.2   Director Compensation Policy.

 

 

 

 

(1) Incorporated by reference to Exhibit 10.2 to Innovative Industrial Properties, Inc.'s Registration Statement on Form S-8 (File No. 333-214919), filed with the Securities and Exchange Commission on December 6, 2016.

 

 

 

Exhibit 10.2

 

Director Compensation Policy

 

Members of the board of directors (the “ Board ”) of Innovative Industrial Properties, Inc. (the “ Company ”) who are not employees of the Company or any of its subsidiaries (each a “ Non-Employee Director ”) shall be eligible to receive cash and equity compensation as set forth in this Director Compensation Policy. The cash compensation and restricted stock grants described in this Director Compensation Policy shall be paid or be made, as applicable, automatically and without further action of the Board or its Compensation Committee, to each Non-Employee Director who may be eligible to receive such cash compensation or restricted stock unless such Non-Employee Director declines the receipt of such cash compensation or restricted stock by notice to the Company. This Director Compensation Policy shall be effective retroactive to January 1, 2018 and shall remain in effect until it is revised or rescinded by further action of the Board or its Compensation Committee.

 

1. Cash Compensation and Reimbursement of Expenses .

 

(a)                Annual Fee . Each Non-Employee Director, other than the Vice Chairman, shall be eligible to receive an annual fee of $25,000 for service on the Board. The Vice Chairman shall be eligible to receive an annual fee of $50,000 for service on the Board. The Non-Employee Director who regularly chairs the Audit Committee of the Board shall be eligible to receive an additional annual fee of $5,000, and each Non-Employee Director who regularly chairs any other committee of the Board shall be eligible to receive an additional annual fee of $2,500 for each committee chaired. The fees shall be payable in equal quarterly installments in arrears on or about January 15, April 15, July 15 and October 15 of each year.

 

(b)                Reimbursement of Expenses . Non-Employee Directors shall be eligible for reimbursement for reasonable expenses incurred to attend Board and committee meetings.

 

2. Equity Compensation .

 

(a)                A person who is initially elected to the Board who is a Non-Employee Director at the time of such initial election automatically shall be granted such number of shares of Stock of the Company pursuant to the Company’s 2016 Omnibus Incentive Plan (the “ Plan ”) on the date of such initial election as is determined by dividing $40,000 by the Fair Market Value per share of the Company's Stock on the date of such grant (subject to adjustment as provided in the Plan). If a person is initially elected to the Board as a Non-Employee Director on the date of an annual meeting of the Company's stockholders, such Non-Employee Director shall only receive an award of Stock pursuant to paragraph (b) below on the date of such annual meeting of the Company's stockholders and shall not also receive an award pursuant to this paragraph (a).

 

(b)                Each Non-Employee Director, other than the Vice Chairman, shall be granted such number of shares of Stock on the date of each annual meeting of the Company's stockholders (including the annual meeting at which the Non-Employee Director is initially elected to the Board as a Non-Employee Director), as is determined by dividing $40,000 by the Fair Market Value per share of the Company's Stock on the date of such grant (subject to adjustment as provided in the Plan). The Vice Chairman shall be granted such number of shares of Stock on the date of each annual meeting of the Company's stockholders as is determined by dividing $50,000 by the Fair Market Value per share of the Company's Stock on the date of such grant (subject to adjustment as provided in the Plan).

 

 

 

  

(c)                The purchase price per share of any awards of Stock granted hereunder shall be the par value per share of the Stock. Unless otherwise determined by the Administrator, in the event of a Non-Employee Director's termination of service as a Director for any reason, shares of Stock granted hereunder that are at that time subject to restrictions shall be forfeited. Such forfeiture restriction shall lapse on the first anniversary of the date of issuance of such Stock with respect to all of the shares of Stock granted, subject to a Non-Employee Director's continued service as a Director on such date.

 

(d)                Capitalized terms not defined herein have the meanings ascribed to them in the Plan.