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): July 2, 2019
Innovative Industrial Properties, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-37949 | 81-2963381 | ||
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(State or Other Jurisdiction of Incorporation)
|
(Commission File No.)
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(I.R.S. Employer Identification No.)
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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. ¨
| Securities Registered pursuant to Section 12(b) of the Act: | ||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | IIPR | New York Stock Exchange |
| Series A Preferred Stock, par value $0.001 per share | IIPR-PA | New York Stock Exchange |
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 July 2, 2019, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Innovative Industrial Properties, Inc. (the “Company”) evaluated each executive officer’s individual performance and the Company’s performance year-to-date versus the corporate performance measures previously set by the Compensation Committee to determine executive compensation for 2019, and determined to grant the executive officers mid-year 2019 cash bonuses, as summarized in the following table:
| Name and Position |
2019 Mid-Year
Cash Bonus |
|||
| Alan Gold | ||||
| Executive Chairman | $ | 650,000 | ||
| Paul Smithers | ||||
| President and Chief Executive Officer | 200,000 | |||
| Catherine Hastings | ||||
| Chief Financial Officer, Chief Accounting Officer and Treasurer | 117,500 | |||
| Brian Wolfe | ||||
| Vice President, General Counsel and Secretary | 115,000 | |||
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: July 3, 2019 | INNOVATIVE INDUSTRIAL PROPERTIES, INC. | |||
| By: | /s/ Catherine Hastings | |||
| Name: | Catherine Hastings | |||
| Title: | Chief Financial Officer, Chief Accounting Officer and Treasurer | |||