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): June 4, 2014

 

 

GTJ REIT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   333-136110   20-5188065
(State or Other Jurisdiction   (Commission   (I.R.S. Employer
of Incorporation)   File Number)   Identification No.)

60 Hempstead Avenue, West Hempstead, New York 11552

(Address of Principal Executive Office) (Zip Code)

(516) 693-5500

(Registrant’s telephone number, including area code)

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))

 

 

 

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

CFO Appointment

On June 4, 2014, the Board of Directors (the “Board”) of GTJ REIT, Inc. (the “Company”), approved appointment of Ben Zimmerman as Chief Financial Officer of the Company, to commence his employment with the Company on June 16, 2014. The Board also approved the terms and provisions of Mr. Zimmerman’s employment with the Company as set forth in certain Employment Letter, to include, among others: (i) base salary of $225,000 per annum, subject to review by the Board on an annual basis; (ii) an opportunity to earn an annual bonus in the discretion of and subject to the Board’s review, and (iii) eligibility to participate in the Company’s health, long-term care and other benefit programs. In addition, the Employment Letter also contains confidentiality and non-disclosure covenants customary for agreements of this nature.

Mr. Zimmerman is a Certified Public Accountant. From November 2003 to present, he held the offices of Controller of Rechler Equity Partners, a privately held real estate portfolio company. Mr. Zimmerman holds an MBA (Accounting) degree from the New York University (1992) and a Bachelor’s degree from Amherst College (1989).

There is no arrangement or understanding between Mr. Zimmerman and any other persons pursuant to which he was appointed as discussed above. Nor are there any family relationships between him and any executive officers and directors.

Executive Bonus Compensation Awards

On June 4, 2014, following review by the Compensation Committee and in recognition of the Company’s management’s performance and efforts in the fiscal year 2013, the Board approved the following executive bonus compensation:

(i) to Paul Cooper, the Company’s CEO, (1) $295,000 cash bonus, and (2) under the terms and provisions of the Company’s the 2007 Incentive Award Plan (the “Plan”), 22,352 shares of restricted common stock (which, based upon $6.80 per share as per the most recent independent valuation, represents a $152,000 grant) and subject to such other additional terms as may be set forth in respective stock grant notices and agreement to be executed by the Company in connection with this equity issuance; and,

(ii) to Louis Sheinker, the Company’s President and COO, (1) $295,000 cash bonus, and (2) under the terms and provisions of the Plan, 22,352 shares of restricted common stock (which also represents a $152,000 grant) and subject to such other additional terms as may be set forth in respective stock grant notices and agreement to be executed by the Company in connection with this equity issuance.

 

Item 9.01 Exhibits

 

No.    Exhibit
10.1    B. Zimmerman Employment letter.

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.

 

GTJ REIT, Inc.
By:  

/s/ Louis Sheinker

  Louis Sheinker, President and COO

Date: June 9, 2014

Exhibit 10.1

 

LOGO

Via E-mail

May 29, 2014

Mr. Ben Zimmerman

9 Humming Lane

Commack, New York 11725

Dear Ben:

On behalf of GTJ REIT, Inc., I am pleased to confirm our offer of employment as Chief Financial Officer. We are excited at the prospect of you joining our company, and expect that your involvement with GTJ REIT, Inc. will provide you the challenges and opportunity for financial, personal and professional growth that are commensurate with your skills, experience and management expertise. This offer of employment is contingent upon the successful completion of our background screening process .

Your compensation package will consist of these elements:

 

  1. Base Pay – Your base pay of Two Hundred Twenty Five Thousand ($225,000) Dollars per annum is subject to annual review and will be earned and paid every other week, subject to standard withholdings.

 

  2. Bonus – You will be eligible to receive an annual discretionary performance bonus based on an evaluation of your performance and the Company’s profitability.

 

  3. The GTJ REIT Benefit Program:

 

  a. You will be entitled to the benefit program of GTJ REIT, subject to the policies governing such matters. The benefit program currently includes medical, life, critical care, long term care and 401(k) plan, which includes a safe harbor company-matching feature.

 

  4. Vacation – You will be entitled to a total of 15 days.

 

  5. Professional Dues/CPE Credits

GTJ REIT will pay for the cost of the various courses you are required to complete in order to maintain your professional CPA status and related CPA association fees. All courses/fees must be approved by the Chief Executive Officer or President.

You represent and covenant to GTJ REIT that you are not subject to any non-compete, non-solicitation or similar agreements that would affect or are potentially relevant to your ability to perform your role with GTJ REIT, Inc. as Chief Financial Officer. You also represent to GTJ REIT that you will not engage in any business activity or interests outside GTJ REIT without prior written consent.

 

60 Hempstead Avenue, Suite 718, West Hempstead, NY 11552 ¡ Tel: 516.693.5500 ¡ Fax: 516.693.5501 ¡ www.gtjreit.com

Your term of employment is “employment at-will” and may be terminated by you or GTJ REIT, Inc. at any time for any reason. Your employment is subject to the benefits, terms and conditions contained within the GTJ REIT, Inc. Employee Manual. Nothing contained in this letter should be construed to create a contract of employment or to guarantee employment for any period of time.

You agree to execute appropriate paperwork so that a background check may be conducted prior to the commencement of your employment. The background check will include due diligence typical for a chief financial officer level position.

Confidentiality and Non-Disclosure

During your employment with GTJ REIT, you will be subject to its Code of Business Conduct and Ethics and to the Policy on Insider Trading.

During your employment with GTJ REIT, you may have access to non-public information concerning the company’s operation, financial data, statistical data, strategic business plans, customer lists and information, marketing plans, trade secrets and other non-public proprietary and confidential information concerning GTJ REIT, its affiliates and customers (“Confidential Information”). Confidential Information includes all non-public information that might be of use to competitors or harmful to GTJ REIT or its customers, if disclosed. You must maintain the confidentiality of all such information, except when disclosure is authorized or legally mandated. Your obligation to treat such information as confidential does not end when you leave GTJ REIT. In the event of termination of your employment for any reason you will promptly deliver all GTJ REIT and its affiliates materials, property, documents, data and any other Confidential Information of GTJ REIT and its affiliates in your possession to GTJ REIT. You must not disclose Confidential Information to a new employer or to others after leaving employment with GTJ REIT.

We hope you will be able to undertake these responsibilities as soon as possible but in any event on or before June 16, 2014.

If this Agreement meets with your approval, please sign below and return (via fax and mail) the original to me as soon as you can.

Very truly yours,

 

LOGO

Paul Cooper, CEO

THE FOREGOING IS AGREED TO AND ACCEPTED:

 

/ S / B. Z IMMERMAN

Ben Zimmerman