PENNSYLVANIA REAL ESTATE INVESTMENT TRUST (Form: 8-K, Received: 05/19/2022 17:17:29)

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

Date: May 19, 2022

/s/ Lisa M. Most

Lisa M. Most

Executive Vice President, Secretary and General Counsel

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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): May 13, 2022

Pennsylvania Real Estate Investment Trust

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania

001-6300

23-6216339

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission
File Number)

(IRS Employer
Identification No.)

One Commerce Square

2005 Market Street, Suite 1000

Philadelphia, Pennsylvania

19103

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (215) 875-0700

(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 Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Shares of Beneficial Interest, par value $1.00 per share	PEI	New York Stock Exchange
Series B Preferred Shares, par value $0.01 per share	PEIPrB	New York Stock Exchange
Series C Preferred Shares, par value $0.01 per share	PEIPrC	New York Stock Exchange
Series D Preferred Shares, par value $0.01 per share	PEIPrD	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 5.02

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

In an effort to ensure continuity and stability and to incentivize and retain employees, on May 13, 2022, the Executive Compensation and Human Resources Committee of the Board of Trustees (the “Committee”) of Pennsylvania Real Estate Investment Trust (the “Trust”) approved special cash retention bonuses for certain employees, including a special cash retention bonus of $147,186 for Joseph J. Aristone, Executive Vice President – Head of Leasing, one of the Trust’s named executive officers. The retention bonus will be earned and payable on November 1, 2023, with payment contingent upon Mr. Aristone’s continuous employment by the Trust through the payment date. In connection with the retention bonus, on May 19, 2022, PREIT Services, LLC (“Services”) and Mr. Aristone entered into an amendment to the letter agreement dated May 8, 2013 regarding his participation in the Services Severance Pay Plan for Certain Officers (“Plan”) to provide that, if he receives a severance payment in the event of a change of control under the Plan, such payment would be reduced by the amount of the retention bonus to the extent previously paid.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits


Exhibit Number		Exhibit Description

10.1⁺		Letter Agreement, dated as of May 19, 2022 by and between PREIT Services, LLC and Joseph J. Aristone

10.2⁺		Retention Bonus Letter Agreement, dated as of May 19, 2022 by and between PREIT Services, LLC and Joseph J. Aristone*

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

+	Management contract or compensatory plan or arrangement.

*	Mr. Aristone’s personal address has been redacted from this exhibit.

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.

Exhibit 10.1

May 19, 2022

Joseph J. Aristone

Executive Vice President - Leasing

Pennsylvania Real Estate Investment Trust

2005 Market Street, Suite 1000

Philadelphia, PA 19103

Re:

PREIT Services, LLC Severance Pay Plan for Certain Officers (“Plan”)

Dear Joseph:

This letter will constitute an amendment to the Plan solely with respect to you and shall not affect the Plan in any respect as to any other past, present or future Eligible Employee. The Executive Compensation and Human Resources Committee has approved, subject to your acceptance by signing a copy of this letter, the following amendment to the Plan applicable solely to you. You understand that similar or dissimilar individual amendments may be entered into concurrently or from time to time hereafter with other individual employees, which amendments will not affect the Plan as applied to you. Subject to your acceptance below, the following amendments to the Plan shall be given effect on and as of May 19, 2022:

1. Section 3.1(c) is hereby amended by adding a new subsection (4) at the end thereof:

“(4) Offset of Special Retention Bonus. Notwithstanding any Plan provision to the contrary, if Joe becomes entitled to receive severance benefits on or after a Change in Control under this Section 3.1(c), such severance benefits shall be reduced by the amount of the special retention bonus previously paid (if any) to Joe in accordance with the terms of that certain retention bonus letter agreement dated May 19, 2022 between Joe and PREIT Services, LLC. Weeks of Pay first shall be reduced by the amount of the special retention bonus and, to the extent such retention bonus exceeds the Weeks of Pay, the prorated bonus shall be reduced.”

2. Except as expressly amended hereby, none of your rights or obligations or those of the Company under the Plan or under the amendment to the Plan dated May 8, 2013 as it relates solely to you, shall be affected hereby. Capitalized terms used, but not defined, in this amendment shall have the meanings ascribed to such terms in the Plan. This letter contains the entire agreement of the signatories with respect to the amendment to the Plan set forth herein. Except as provided in the preceding sentence, no modification or claim of waiver of any of the provisions hereof shall be valid unless in writing and signed by the party against whom such modification or waiver is sought to be enforced. The law of the Commonwealth of Pennsylvania shall be the controlling state law in all matters relating to this amendment (without reference to principles of conflict of laws) and shall apply to the extent it is not superseded by ERISA.

LOGO


PREIT SERVICES, LLC

By:		/s/ Joseph F. Coradino
		Joseph F. Coradino
		President

ACCEPTED AND AGREED:

/s/ Joseph J. Aristone

Joseph J. Aristone

Exhibit 10.2

May 19, 2022

Joseph J. Aristone

Re: Retention Bonus

Dear Joseph:

In exchange for your commitments to PREIT Services, LLC (the “Company”) and your anticipated future contributions, the Company is pleased to offer you the following retention benefit:

1. Retention Bonus. The Company will pay you a retention bonus of 33.3% of your annual base salary in effect on the date of this letter agreement equal to $147,186, less all applicable withholdings and deductions required by law (a “Retention Bonus”) provided that you remain continuously employed in good standing by the Company or its affiliates from the date of this letter agreement through November 1, 2023 (the “Retention Date”).

2. Timing of Payment of Retention Bonus. Payment of the Retention Bonus shall be made in a single lump sum cash payment as soon as practicable (generally on the next regularly scheduled pay date following the Retention Date) but no later than thirty (30) days following the Retention Date.

3. Forfeiture of the Retention Bonus. You will forfeit any unpaid Retention Bonus if, prior to the Retention Date, your employment with the Company and its affiliates terminates for any reason.

4. No Right to Employment. This letter does not guarantee or imply any right to continued employment for any period. The Company and you acknowledge that your employment is and shall continue to be “at-will,” as defined under applicable law.

This letter agreement, for all purposes, shall be construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to conflicts-of-law principles. This letter contains the entire understanding between you and the Company with respect to your eligibility for the Retention Bonus and related terms, and it supersedes any prior discussions and understandings between you and the Company regarding the Retention Bonus. The terms described above may not be amended except by written document signed by you and an authorized executive of the Company. This letter may not be assigned by you. The Company may assign this letter in its discretion, including in connection with a merger or sale of equity or assets.

* * *

LOGO

If you have any questions, please do not hesitate to contact me directly. If you are in agreement with these terms, please execute and return this letter to Human Resources.


Sincerely,

PREIT SERVICES, LLC

By:		/s/ Joseph F. Coradino
Name: Joseph F. Coradino
Title: President

I hereby acknowledge and agree to the terms of this letter.


/s/ Joseph J. Aristone				Date: May 19, 2022
Joseph J. Aristone