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): April 9, 2020
CATCHMARK TIMBER TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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001-36239
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20-3536671
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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5 Concourse Parkway, Suite 2650
Atlanta, Georgia 30328
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(Address of principal executive offices)
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(855) 858-9794
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(Registrant’s telephone number, including area code)
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N/A
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(Former name or former address, if changed since last report)
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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:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbols(s)
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Name of each exchange on which registered
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Class A Common Stock, $0.01 Par Value Per Share
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CTT
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New York Stock Exchange
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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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On April 9, 2020, the board of directors (the “Board”) of CatchMark Timber Trust, Inc. (the “Company”) elected Messrs. Tim E. Bentsen and James M. DeCosmo to serve as directors, effective immediately. Concurrent with their election to the Board, the Board was expanded from six to eight members. Each of Messrs. Bentsen and DeCosmo will serve as a director until the Company’s 2020 annual meeting of stockholders (the “Annual Meeting”) and until his successor is elected and duly qualified. The Board determined that each of Messrs. Bentsen and DeCosmo meets the requirements for an independent director as provided in the Company’s charter and the listing standards of the New York Stock Exchange. The Board has also determined that Mr. Bentsen is an audit committee financial expert and, if re-elected at the Annual Meeting, will serve as the Chair of the Audit Committee and as a member the Finance and Investment Committee following the Annual Meeting. If he is re-elected at the Annual Meeting, Mr. DeCosmo will serve on the Finance and Investment Committee and the Nominating and Corporate Governance Committee following the Annual Meeting. The election of each of Messrs. Bentsen and DeCosmo to the Board was not made pursuant to any arrangement or understanding between such director and any other person.
Biographical information with respect to Messrs. Bentsen and DeCosmo is set forth below:
Tim E. Bentsen, 66, is a former audit partner and practice leader of KPMG LLP, a U.S. based global audit, tax and advisory services firm, a position he retired from in 2012. Over his 37 years with KPMG, he served as an audit partner for numerous publicly traded companies with a specialization in the financial services industry. Mr. Bentsen also served in a variety of leadership roles, including Southeast Area Managing Partner and Atlanta office Managing Partner. Mr. Bentsen also served on national leadership teams for the financial services and audit practice as well as on the firm’s national Operations Committee. In addition, he served as an account executive for many of the largest audit and non-audit clients in the Southeast where he had extensive involvement with executive management, audit committees and boards of directors. Mr. Bentsen has been a frequent speaker on corporate governance matters across the country and served in a leadership role for KPMG’s Audit Committee Institute and as an organizer and faculty member for the University of Georgia’s Directors’ College for over ten years. Mr. Bentsen is a member of the Board of Directors of Synovus Financial Corp. where he serves as chairman of the compensation committee and a member of the executive, audit and risk committees. He has also served as a member of the board of trustees and audit committee of Ridgeworth Funds, a mutual fund complex, and on the board of Krispy Kreme Doughnuts, Inc., a company specializing in sweet treats and complementary products, prior to that company going private. Mr. Bentsen was an Executive-in-Residence at the J.M. Tull School of Accounting at the University of Georgia from 2013 to 2018 and is a member of the board of directors of the Atlanta chapter of the National Association of Corporate Directors. He holds a Bachelor of Business Administration from Texas Tech University. Mr. Bentsen practiced as a certified public accountant for 40 years.
James M. DeCosmo, 61, served as the President and Chief Executive Officer of Forestar Group Inc., a real estate and oil and gas company, from 2006 to 2015 and as a director of Forestar from 2007 to 2015. He served as Group Vice President of Temple-Inland Inc. from 2005 to 2007, and previously served as Temple-Inland’s Vice President, Forest from 2000 to 2005 and as Director of Forest Management from 1999 to 2000. Prior to joining Temple-Inland, he held various land management positions throughout the southeastern United States, including with Kimberly-Clark Corporation and Scott Paper Company from 1982 to 1999. Mr. DeCosmo also serves on the board of directors of the Colorado River Alliance. He holds a Bachelor of Science in Forest Resources and Conservation from the University of Florida.
As of the date of their election to the Board, Messrs. Bentsen and DeCosmo will participate in the Company’s Amended and Restated Independent Directors Compensation Plan, which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, and is incorporated herein by reference (the “Director Plan”). Pursuant to the Director Plan, the Company granted each of Messrs. Bentsen and DeCosmo approximately $14,727 in shares of Class A common stock in connection with their initial election to the Board. In addition, Messrs. Bentsen and DeCosmo will each receive a cash retainer of $11,339 for the remainder of the second quarter of 2020. Both the stock grant and the cash retainer have been prorated.
In addition, the Company entered into a customary indemnification agreement (“Indemnification Agreement”) with each of Messrs. Bentsen and DeCosmo in the form previously entered into by the Company with its other directors and executive officers. The form of the Indemnification Agreement was filed as Exhibit 10.12 to Company’s Registration Statement on Form S-11 filed September 23, 2013 and is incorporated herein by reference.
Departure of Directors
On April 9, 2020, each of Willis J. Potts, Jr. and Donald S. Moss informed the Board that he has decided to retire when his term expires at the Annual Meeting and not stand for re-election. Their decisions not to stand for re-election were not due to any disagreement with the Company. The Board thanks Messrs. Potts and Moss for their years of dedicated service and valuable contributions as directors.
The Board has designated Douglas D. Rubenstein, another independent director, to replace Mr. Potts as Chairman of the Board following the Annual Meeting. In addition, the Board has determined that, effective as of the date of the Annual Meeting, the Board will be reduced from eight to six members.
Item 7.01 Regulation FD Disclosure.
On April 9, 2020, the Company issued a press release announcing the election of Messrs. Bentsen and DeCosmo to the Board and the other matters discussed in Item 5.02 above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and such exhibit is incorporated by reference herein.
The information provided in this Item 7.01, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the SecuOn April 9, 2020, the Company issued a press release announcing the election of Messrs. Bentsen and DeCosmo to the Board and the other matters discussed in Item 5.02 above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and such exhibit is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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Exhibit No.
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Exhibit Description
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99.1
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SIGNATURE
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.
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CATCHMARK TIMBER TRUST, INC.
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Date: April 9, 2020
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By:
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/s/ LESLEY H. SOLOMON
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Lesley H. Solomon
General Counsel and Secretary
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FOR IMMEDIATE RELEASE
CatchMark Names Tim Bentsen and James DeCosmo Independent Directors; Douglas Rubenstein to Succeed Retiring Willis Potts as Board Chairman
ATLANTA – April 9, 2020 – CatchMark Timber Trust, Inc. (NYSE: CTT) announced today the appointments of two new independent directors to the board—Tim E. Bentsen and James M. DeCosmo—effective immediately. CatchMark also announced that current independent board member Douglas D. Rubenstein will succeed Willis J. Potts Jr. as chairman of the board effective at the June 24, 2020 annual stockholder meeting. Mr. Potts and Independent Director Donald S. Moss are retiring after serving on the board since 2006.
Mr. Bentsen is a former audit partner and practice leader of KPMG LLP, the global audit, tax and advisory services firm. He retired from KPMG in 2012 after serving numerous publicly-traded companies with a specialization in the financial services industry. He also is a member of the Board of Directors of Synovus Financial Corp., and previously served on the boards of Ridgeworth Funds, a mutual fund complex, and Krispy Kreme Doughnuts, Inc.
President and CEO of Forestar Group, Inc. from 2006 to 2015, Mr. DeCosmo built his career in the forest management, real estate and energy industries. Before joining Forestar he had been a Group Vice President for Temple-Inland Forest Inc. and previously worked for Scott Paper Company and Kimberly Clark Corp.
Mr. Rubenstein is Chief Operating Officer of Benjamin F. Edwards & Company, Inc., a private, full-service broker-dealer. He joined the CatchMark board in 2013 in connection with the Company’s listing on the NYSE and has been chairman of the Nominating and Corporate Governance committee as well as a member of the Audit and Finance committees.
Mr. Potts said: “These director appointments further strengthen our board, providing exceptional expertise and experience in public company governance, finance, and the forest products industry. Tim Bentsen and Jim DeCosmo are proven leaders who can provide valuable insight and guidance to our first-rate management team. I look forward to Doug Rubenstein succeeding me after my rewarding tenure with CatchMark. Doug has been a thoughtful and compelling presence on the board, ready to take on this leadership role. I wish CEO Brian Davis and everyone at CatchMark all the success they so deserve in meeting our goals to provide durable cash flow and a stable consistent dividend for our stockholders.”
Mr. Rubenstein said: “All of us on the board want to thank Willis for his outstanding leadership since the inception of CatchMark and in guiding us forward since then. We would also like to thank Don for his unwavering commitment to our success. I look forward to working with our board and our outstanding
management group as CatchMark continues to execute on its strategic initiatives and disciplined capital allocation to drive stockholder value.”
Mr. Moss, who is Chairman of the board’s Compensation Committee and will retire effective at the 2020 annual stockholders meeting, said: “It’s been a privilege serving CatchMark and working with such an effective board and executive team. I look forward to the company’s building on its growth through ongoing, disciplined management and forest stewardship.”
About CatchMark
CatchMark (NYSE: CTT) seeks to deliver consistent and growing per share cash flow from disciplined acquisitions and superior management of prime timberlands located in high demand U.S. mill markets. Concentrating on maximizing cash flows throughout business cycles, the company strategically harvests its high-quality timberlands to produce durable revenue growth and takes advantage of proximate mill markets, which provide a reliable outlet for merchantable inventory. Headquartered in Atlanta and focused exclusively on timberland ownership and management, CatchMark began operations in 2007 and owns interests in 1.5 million acres* of timberlands located in Alabama, Florida, Georgia, North Carolina, Oregon, South Carolina, Tennessee and Texas. For more information, visit www.catchmark.com.
* As of December 31, 2019
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as "may," "will," "expect," "intend," "anticipate," "estimate," "believe," "continue," or other similar words. However, the absence of these or similar words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are not guarantees of performance and are based on certain assumptions, discuss future expectations, describe plans and strategies, contain projections of results of operations or of financial condition or state other forward-looking information. Forward-looking statements in this press release include, but are not limited to, that our goal is to provide durable cash flow and a stable consistent dividend for our stockholders and that we will continue to execute on our strategic initiatives and disciplined capital allocation to drive stockholder value. Risks and uncertainties that could cause our actual results to differ from these forward-looking statements include, but are not limited to, that (i) we may not generate the harvest volumes from our timberlands that we currently anticipate; (ii) the demand for our timber may decline due to changes in general economic and business conditions in the geographic regions where our timberlands are located, including as a result of the COVID-19 pandemic and the measures taken as a response thereto; (iii) a downturn in the real estate market, including decreases in demand and valuations, may adversely impact our ability to generate income and cash flow from sales of higher-and-better use properties; (iv) timber prices could decline, which would negatively impact our revenues; (v) the supply of timberlands available for acquisition that meet our investment criteria may be less than we currently anticipate; (vi) we may be unsuccessful in winning bids for timberland that are sold through an auction process; (vii) we may not be able sell large dispositions of timberland in capital recycling transactions at prices that are attractive to us or at all; (viii) we may not be able to access external sources of capital at attractive rates or at all; (ix) potential increases in interest rates could have a negative impact on our business; (x) our share repurchase program may not be successful in improving stockholder value over the long-term; (xi) our joint venture strategy may not enable us to access non-dilutive capital and enhance our ability to make acquisitions; (xii) we may not be successful in effectively managing the Triple T joint venture and the anticipated benefits of the joint venture may not be realized, including that our asset management fee could be deferred or decreased, we may not earn an incentive-based promote and our investment in the joint venture may lose value; and (xiii) the factors described in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and our other filings with the Securities and Exchange Commission. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We undertake no obligation to update our forward-looking statements, except as required by law.
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Contacts
Media:
Mary Beth Ryan, Miller Ryan LLC
(203) 268-0158
marybeth@millerryanllc.com
