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): February 12, 2019
Washington Prime Group Inc.
Washington Prime Group, L.P.
(Exact name of Registrant as specified in its Charter)
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Indiana Indiana |
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001-36252 333-206500-01 |
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46-4323686 46-4674640 |
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(State or other jurisdiction of
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(Commission File Number) |
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(IRS Employer Identification No.) |
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180 East Broad Street Columbus, Ohio |
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43215 |
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(Address of principal executive
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(Zip Code) |
Registrant's telephone number, including area code (614) 621-9000
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 (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 [ ]
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 1.01 . Entry into a Material Definitive Agreement .
On February 12, 2019, Washington Prime Group Inc. (the “ Registrant ,” “ Company ” or “ WPG ”) executed an amendment (the “ Amendment ”) to the Employment Agreement, entered into on August 6, 2018 and effective as of August 3, 2018 (the “ Agreemen t”), between the Company and Lisa A. Indest, the Company’s incumbent Executive Vice President, Finance and Chief Accounting Officer. Ms. Indest was promoted from Senior Vice President, Finance to Executive Vice President, Finance and elected to that positon by the WPG Board of Directors (the “ Board ”) on February 12, 2019. The Board and its Compensation Committee also approved the Amendment on February 12, 2019.
Under the Amendment, the Agreement is modified to: (i) reflect Ms. Indest’s title change to Executive Vice President, Finance and Chief Accounting Officer, (ii) increase her annual base salary, and (iii) modify and increase Ms. Indest’s target bonus opportunity under the Company’s annual cash incentive (bonus) plan. All other terms of the Agreement remain unaltered and of full force and effect. The disclosure under this Item 1.01 is qualified in its entirety by the Amendment attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
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10.1 |
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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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Date: February 14, 2019 |
WASHINGTON PRIME GROUP INC .
By: /s/ Robert P. Demchak
Name: Robert P. Demchak
Title: Executive Vice President, General Counsel and Corporate Secretary |
Exhibit 10.1
FIRST
AMENDMENT TO
EMPLOYMENT
AGREEMENT
THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT is made and entered into by and between WASHINGTON PRIME GROUP INC., an Indiana corporation (the “ Company ”), and LISA A. INDEST (the “ Executive ”) dated as of February 12, 2019 and effective as of February 12, 2019.
WHEREAS, the Company and the Executive are parties to an Employment Agreement, made and entered into on August 6, 2018 and effective as of August 3, 2018 (the “ Employment Agreement ”); and
WHEREAS, the parties hereto now desire to amend the Employment Agreement to reflect the Executive’s new title, annual base salary and target and maximum annual bonus.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. “ Senior Vice President, Finance and Chief Accounting Officer ” is hereby changed to “ Executive Vice President, Finance and Chief Accounting Officer ” in Sections 2(a)(i) and 3(c)(i) of the Employment Agreement.
2. The first sentence of Section 2(b)(i) of the Employment Agreement is hereby amended to read as follows:
“During the Employment Period, the Executive shall receive an annual base salary at the rate of $326,998.71 (the ‘ Annual Base Salary ’), subject to applicable income tax and other legally required withholding and any deductions that the Executive voluntarily authorizes in writing.”
3. The second and third sentences of Section 2(b)(ii) of the Employment Agreement are hereby amended to read as follows:
“The Executive’s target Annual Bonus shall be 100% of the Annual Base Salary (the ‘ Target Bonus ’). The actual Annual Bonus may range from 0% to 150% of the rate of the Target Bonus, based on the level of achievement of performance goals established by the Committee (which performance goals shall be consistent with those applicable to the Company’s senior executives generally) and communicated to the Executive not later than the 90 th day of the applicable fiscal year.”
4. Except as otherwise provided herein, the Employment Agreement shall remain unaltered and of full force and effect.
[ SIGNATURE PAGE FOLLOWS ]
IN WITNESS WHEREOF , the parties have caused this First Amendment to Employment Agreement to be executed and delivered as of the day and year first above set forth.
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WASHINGTON PRIME GROUP INC., |
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| an Indiana corporation | |||
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By: |
/s/ Mark E. Yale |
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Name: Mark E. Yale |
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Title: EVP and CFO |
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| EXECUTIVE | |||
| By: | /s Lisa A. Indest | ||
| Name: Lisa A. Indest | |||
[Signature Page – L. Indest Amendment to Employment Agreement ]