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): April 27, 2020
Postal Realty Trust, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-38903 | 83-2586114 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
75 Columbia Avenue
Cedarhurst, NY 11516
(Address of Principal Executive Offices, and Zip Code)
(516) 295-7820
Registrant’s Telephone Number, Including Area Code
Not Applicable
(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 (see General Instruction A.2. below):
| ¨ | Written communication 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 | ||
| Class A Common Stock, par value $0.01 per share | PSTL | 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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. |
Amended and Restated Alignment of Interest Program
On April 27, 2020, the Board of Directors (“Board”) of Postal Realty Trust, Inc. (the “Company”) approved an amendment and restatement of the Alignment of Interest Program (the “Alignment of Interest Program”), previously approved by the Board and in which the Company’s named executive officers of the Company are eligible to participate.
The Alignment of Interest Program allows certain employees and directors of the Company to elect to receive long term incentive units of Postal Realty LP, a Delaware limited partnership of which the Company is the sole general partner (“LTIP Units”), or restricted shares of the Company’s Class A common stock (“Restricted Stock”), or a mix of both, in lieu of up to 100% of any compensation otherwise payable in cash. The Alignment of Interest Program was amended to: (i) expand the class of participants eligible to be selected to participate in the Alignment of Interest Program by the Corporate Governance and Compensation Committee of the Board (the “Committee”) to include any Company employees, directors or other individuals providing services to the Company or its affiliates, provided that they are eligible to participate in the Company’s 2019 Equity Incentive Plan (the “Equity Incentive Plan”); (ii) provide that the specific terms of each award under the Alignment of Interest Program, including the restriction period, the restriction multiple, the vesting terms, and the periods for which participants may elect to participate will be determined by the Committee and do not need to be uniform among all participants; (iii) provide that the number of LTIP Units and Restricted Stock awarded under the Alignment of Interest Program with a value equal to the fair market value of the cash compensation elected by the participant shall not reduce the share reserve under the Equity Incentive Plan, while any additional LTIP Units and Restricted Stock awarded under the Alignment of Interest Program shall reduce the share reserve under the Equity Incentive Plan; and (iv) confer the Committee and its permitted delegates with the power of administration and interpretation of the Alignment of Interest Program.
The foregoing description of the Alignment of Interest Program does not purport to be complete and is qualified in its entirety by reference to the full text of the Alignment of Interest Program, which is filed herewith as Exhibit 10.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit
|
Description |
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| 10.1 | Postal Realty Trust, Inc. Amended and Restated Alignment of Interest Program, effective as of April 27, 2020. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| POSTAL REALTY TRUST, INC. | ||
| Date: April 29, 2020 | By: | /s/ Jeremy Garber |
|
Name: Jeremy Garber
Title: President, Treasurer and Secretary |
||
Exhibit 10.1
Postal Realty Trust, Inc.
ALIGNMENT OF INTEREST PROGRAM
(As Amended and Restated Effective April 27, 2020)
1. Purpose. The purpose of this Alignment of Interest Program, as amended and restated (this "Program"), is to incentivize and retain the Company's employees, directors and other individuals providing services to the Company or its Affiliates (collectively, "Service Providers") by allowing them to elect to receive LTIP Units or restricted shares of the Company's Class A common stock ("Restricted Stock") with a long-term vesting period in lieu of cash compensation. The Committee believes that utilizing LTIP Units and Restricted Stock with a long-term vesting period aligns the interests of the Company's Service Providers with those of the Company's stockholders.
2. Definitions. Whenever capitalized terms are used herein, but not defined herein, they shall have the meanings attributed to such terms in the Postal Realty Trust, Inc. 2019 Equity Incentive Plan (the "Plan").
3. Participation. The participants in this Program are the Service Providers who have been selected by the Corporate Governance and Compensation Committee of the Company's Board of Directors (the "Committee") to participate in this Program and who have properly elected such participation (collectively, the "Participants"), as determined by the Committee in its sole discretion.
4. Awards. During the applicable time period set forth by the Committee, Participants may (i) elect to reduce compensation that might be payable in cash by a percentage amount, with such cash to be applied to the acquisition of LTIP Units and/or Restricted Stock (the "Acquisition Shares") and (ii) receive an award (an "Award") based on a multiple, determined by the restriction period selected by the Participant (the "Restriction Multiple"), multiplied by the number of Acquisition Shares.
The minimum and maximum percentage of each compensation type that a Participant may elect to be reduced and applied to the acquisition of Acquisition Shares shall be determined by the Committee. The amount of base salary, cash bonus, retainer, fees or other cash compensation applied to the acquisition of Acquisition Shares shall reduce the base salary, cash bonus, retainer, fees or other cash compensation, respectively, of the Participant for the applicable period determined by the Committee in its sole discretion.
The number of Acquisition Shares acquired by a Participant shall equal the number of LTIP Units and/or Restricted Stock, as applicable, determined as of the determination date, selected by the Committee, by dividing the total of the Participant's elected reduced salary, cash bonus, retainer, fees or other compensation by the volume weighted average price of the Common Stock for the 10 trading days immediately preceding such determination date unless otherwise determined by the Committee.
The Restriction Multiple and restriction period shall be established by the Committee in its sole discretion.
Each Participant must deliver written notice of Participant's election to obtain an Award pursuant to this Section 4 to the Committee, or other person appointed by the Committee, by the deadline and in the manner determined by the Committee in its sole discretion. The notice shall contain the percentage reduction and the restriction period selected by the Participant. Unless otherwise approved by the Committee, this election shall be irrevocable by the Participant.
The product of the Restriction Multiple multiplied by the Acquisition Shares, rounded to the nearest share/unit, shall be the number of LTIP Units and/or Restricted Stock constituting an Award (the "Award Shares" and together with the Acquisition Shares, the "Program Shares"). Acquisition Shares and Award Shares Section 4 shall be delivered to each Participant as soon as administratively feasible. Each Participant must be eligible to receive equity grants under the Plan at the date of delivery of the Award to receive the Award Shares.
5. Termination of Employment. In the event of termination of a Participant's employment, the disposition of any unvested Awards will be determined in accordance with such Participant's written employment agreement, if applicable. If a Participant is not employed pursuant to a written employment agreement and voluntarily terminates his or her employment, the disposition of any unvested Awards will be determined in accordance with their award agreements. If a Participant is not employed pursuant to a written employment agreement and is terminated for cause (as defined by the Committee in its reasonable discretion), such Participant will forfeit any unvested Awards. Unless otherwise determined by the Committee, if a Participant is not employed pursuant to a written employment agreement and such employment is terminated by the Company without cause, or by reason of Participant's death, disability or retirement (upon attainment of eligibility to retire in accordance with any applicable Company policy then in effect), all unvested Awards will immediately vest.
6. Share Reserve. For any election by a Participant to forego cash compensation to acquire Program Shares: (i) the number of Program Shares equal to the Fair Market Value of such cash compensation, rounded down to the nearest whole share or unit (the "Purchased Shares"), shall not reduce the share reserve under the Plan; and (ii) any Program Shares in excess of the Purchased Shares shall reduce the share reserve under the Plan in accordance with its Article V. Notwithstanding the foregoing, to the extent necessary, the number of Purchased Shares shall be reduced so as not to trigger the shareholder approval requirements under Section 312.03(b) of the NYSE Listed Company Manual.
7. No Rights to Awards. No Participant or any eligible participant shall have any claim to be granted any award under this Program, and neither the Company nor the Committee is obligated to treat Participants or eligible participants uniformly.
8. Administration and Interpretation. The Committee shall have the authority to set forth all terms and conditions of all Program Shares and shall have all powers enumerated under the Plan with respect to the administration and interpretation of this Program and the Program Shares, including, but not limited to, those set forth in Article III and Article XV of the Plan. Any determination by the Committee in connection with any question or issue arising under this Program will be final, conclusive and binding on the Participant, the Company and all other persons.
9. Delegation. The Committee, in its discretion, may delegate to a designated officer of the Company all or part of the Committee's authority and duties with respect to grants and awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act. The Committee may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Committee's delegate that were consistent with the terms of this Program and the Committee's prior delegation. References to the "Committee" in this Program include the Committee's delegate to the extent consistent with the Committee's delegation.
10. Amendments. The Committee may from time to time amend or modify this Program, provided that no such action shall adversely affect Awards previously granted hereunder.
11. Survival. This Program shall continue in effect as long as the Plan is in effect or until terminated by the Committee.