Hudson Pacific Properties, Inc. (Form: 8-K, Received: 03/22/2022 09:01:20)

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): March 17, 2022

_________________________________

Hudson Pacific Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-34789

27-1430478

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)


11601 Wilshire Blvd., Ninth Floor
Los Angeles,	California	90025
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 445-5700

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:


☐						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

Common Stock, $0.01 par value

HPP

New York Stock Exchange

4.750% Series C Cumulative Redeemable Preferred Stock

HPP Pr C

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.

On March 17, 2022, Mr. Barry Porter resigned from the board of directors (the “Board”) of Hudson Pacific Properties, Inc. (the “Company”) due to his desire to devote more of his time to other professional commitments. In tendering his resignation, Mr. Porter expressed no disagreement with the Company.

Concurrent with Mr. Porter’s resignation, our Board of Directors voted to appoint Mr. Ebs Burnough as his successor. Mr. Burnough has also joined the Compensation Committee of the Board.

Mr. Burnough will receive the standard non-employee director compensation for serving on the Board, including a pro-rated portion of the annual grant of restricted stock units, which will vest in equal one-third installments on the first, second and third anniversaries of the date of the Company’s 2022 annual meeting of stockholders (based upon continued service). In addition, the Company and Mr. Burnough expect to enter into the Company’s standard form of indemnification agreement for its non-employee directors to be effective as of March 17, 2022, which requires the Company to indemnify each indemnitee to the fullest extent permitted by the Maryland General Corporation Law. For a description of the Company’s compensation program for its non-employee directors, please see the Company’s Proxy Statement for its 2021 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 1, 2021. For a description of the Company’s indemnification agreements, please see the Company’s Proxy Statement for its 2015 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 2, 2015.

On March 22, 2022, the Company issued a press release announcing the appointment of Mr. Burnough to its Board. A copy of the press release is furnished herewith as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or the Exchange Act, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 17, 2022, the Board adopted and approved the First Amendment to the Second Amended and Restated Bylaws of Hudson Pacific Properties, Inc. in order to replace Article XIV of the existing bylaws in its entirety with a revised Article XIV, which now permits stockholders to amend the Company’s bylaws by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company pursuant to a binding proposal submitted by a stockholder that satisfies the ownership and other eligibility requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for the periods and as of the dates specified therein.

A stockholder proposal submitted under the amended Article XIV may not (i) alter, amend or repeal Article XII, which provides for indemnification of directors and officers of the Company, (ii) alter, amend, or repeal Article XIV or (iii) adopt, alter, amend or repeal any provision of the bylaws in a manner that would be inconsistent with Article XII or Article XIV, in each case, without the approval of the board of directors.

The foregoing description is qualified in its entirety by reference to a copy of the First Amendment to the Second Amended and Restated Bylaws of Hudson Pacific Properties, Inc. filed as Exhibit 3.1 to this Form 8-K, which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits



Exhibit No.						Description

3.1						First Amendment to Second Amended and Restated Bylaws
99.1**						Press release dated March 22, 2022 announcing appointment of Ebs Burnough

_____________

** Furnished herewith.

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.

HUDSON PACIFIC PROPERTIES, INC.

Date:

March 22, 2022

By:

/s/ Mark Lammas

Mark Lammas
President

FIRST AMENDMENT TO

THE SECOND AMENDED AND RESTATED BYLAWS

HUDSON PACIFIC PROPERTIES, INC.

The Second Amended and Restated Bylaws of Hudson Pacific Properties, Inc. (the “Corporation”) are hereby amended by deleting therefrom Article XIV in its entirety and inserting in lieu thereof a new Article XIV as follows:

ARTICLE XIV

AMENDMENT OF BYLAWS

Section 1. By Directors. The Board of Directors shall have the exclusive power to adopt, alter, amend, or repeal any provision of these Bylaws and to make new Bylaws, except for the power granted in Section 2 of this Article XIV.

Section 2. By Common Stockholders. Pursuant to a binding proposal submitted for approval of the stockholders at a duly called annual meeting or special meeting of stockholders by a stockholder (the “Stockholder Proponent”):

(a) that delivers to the secretary a timely notice of such proposal that satisfies the notice procedures and all other relevant provisions of Section 11 and, with respect to a special meeting, Section 3 of Article II, and otherwise in accordance with applicable law; and

(b) that satisfies the ownership and other eligibility requirements Rule 14a-8 under the Exchange Act for the periods and as of the dates specified therein;

the Stockholder Proponent shall have the power, by the affirmative vote of a majority of all votes entitled to be cast on the matter, to adopt, alter, amend, or repeal any provision of these Bylaws and to make new Bylaws; provided, however, that the stockholders shall not have the power (i) to alter, amend, or repeal Article XII or this Article XIV or (ii) to adopt, alter, amend, or repeal any provision of these Bylaws in a manner that would be inconsistent with Article XII or this Article XIV, in either case without the approval of the Board of Directors.

Except as set forth in this First Amendment to the Second Amended and Restated Bylaws of the Corporation, the Second Amended and Restated Bylaws of the Corporation shall continue in full force and effect without modification.

Adopted: March 17, 2022


Hudson Pacific Properties, Inc.
Press Release

Hudson Pacific Properties Appoints
Ebs Burnough to Board of Directors

LOS ANGELES (March 22, 2022)—Hudson Pacific Properties, Inc. (the “Company” or “Hudson Pacific”) (NYSE: HPP) today announced that entertainment and marketing executive and former White House official Ebs Burnough has been appointed to the company’s Board of Directors effective March 17, 2022. Burnough succeeds outgoing board member Barry Porter of Clarity Partners.

Burnough serves as Managing Director of Hatch House Media, a UK-based film, television and theatre production company, and as President and Founder of Ebs Burnough Solutions International, a firm that provides clients an interdisciplinary approach to marketing, communications and event production. He is the current Chair of the Sundance Institute Board of Trustees.

“We are excited to welcome Ebs to our Board, and I want to sincerely thank Barry for his service throughout a period of incredible growth for our company,” said Victor Coleman, Chairman and Chief Executive Officer of Hudson Pacific Properties. “With decades of experience across entertainment, communications and public policy, Ebs will offer valuable guidance as we operate and expand our office and studio portfolios in global tech and media markets.”

Prior to his current roles, Burnough served as White House Deputy Social Secretary and Senior Advisor to First Lady Michelle Obama. In addition, Burnough made his directorial debut in 2019 with the documentary The Capote Tapes, a film that explores the impact of Truman Capote’s unfinished novel, “Answered Prayers.” Burnough also served as Director of Communications for global lifestyle brand AERIN and also worked as a Political Director to Michelle Obama during the 2008 Presidential Campaign. Burnough is a graduate of Northwestern University.

About Hudson Pacific Properties

Hudson Pacific is a real estate investment trust with a portfolio of office and studio properties totaling over 20 million square feet, including land for development. Focused on global epicenters of innovation, media and technology, its anchor tenants include Fortune 500 and leading growth companies such as Google, Netflix, Riot Games, Square, Uber and more. Hudson Pacific is publicly traded on the NYSE under the symbol HPP and listed as a component of the S&P MidCap 400 Index. For more information visit HudsonPacificProperties.com.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," or "potential" or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events, or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company's control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. All forward-looking statements reflect the Company's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause the Company's future results to differ materially from any forward-looking statements, see the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, and other risks described in documents subsequently filed by the Company from time to time with the SEC.

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Hudson Pacific Properties, Inc.
Press Release

Investor Contact:

Laura Campbell

Executive Vice President, Investor Relations & Marketing

(310) 622-1702

lcampbell@hudsonppi.com

Media Contact:

Laura Murray

Senior Director, Communications

(310) 622-1781

lmurray@hudsonppi.com

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