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): November 14, 2017

 

GTJ REIT, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

 

333-136110

 

20-5188065

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer

Identification No.)

 

 

60 Hempstead Avenue, West Hempstead, New York 11552

(Address of principal executive offices) (Zip Code)

 

  (516) 693-5500

(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 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 5 .0 2

De parture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

On November 14, 2017, the Board of Directors of GTJ REIT, Inc. (the “Company”) appointed Stuart M. Blau as the Company’s Chief Financial Officer and Treasurer.  Mr. Blau, age 62, has served as Managing Partner at Kimmel Blau & Goldman LLP, a diversified certified public accounting firm, since 1983.  He has also served as Partner at Berlin & Blau, attorneys at law, since 1985.  Mr. Blau is a Certified Public Accountant and admitted to practice law in the State of New York.

In connection with Mr. Blau’s appointment, the Company and Mr. Blau entered into an employment letter (the “Employment Letter”) setting forth the terms and conditions of Mr. Blau’s employment with the Company.  The Employment Letter provides that Mr. Blau will, among other things, (i) receive a base salary of $300,000 per annum, subject to annual review, (ii) be eligible to receive an annual discretionary performance bonus, and (iii) be entitled to participate in the Company’s benefit programs. In addition, the Employment Letter contains confidentiality and non-disclosure covenants customary for agreements of this nature.

Other than the Employment Letter, there are no arrangements or understandings between Mr. Blau and any other person pursuant to which Mr. Blau was appointed to serve as Chief Financial Officer and Treasurer of the Company.  Mr. Blau does not have a family relationship with any of the current officers or directors of the Company.  There is no currently proposed transaction, and since the beginning of fiscal year 2016 there has not been any transaction, involving the Company and Mr. Blau which was a related person transaction within the meaning of Item 404(a) of Regulation S-K.

The above description of the Employment Letter is not complete and is qualified by reference to the complete document.  A copy of the Employment Letter is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit

Number Description

 

10 .1

Employment Letter, dated as of November 14, 2017, by and between the Company and Stuart Blau

 


 

Signature(s)

 

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.

 

Date:  November 20, 2017

GTJ REIT, Inc.

 

 

By: /s/ Louis Sheinker

Louis Sheinker
President and Chief Operating Officer

 

 

EXHIBIT 10.1

 

 

 

 

November 14, 2017

 

Mr. Stuart Blau

 

Dear Stuart:

 

On behalf of GTJ REIT, Inc. (“GTJ”), I am pleased to confirm our offer of employment as Chief Financial Officer.  We are excited at the prospect of you joining our company, and expect that your involvement with GTJ will provide you the challenges and opportunity for financial, personal and professional growth that are commensurate with your skills, experience and management expertise.   This offer of employment is contingent upon the successful completion of our background screening process.

 

Your compensation package will consist of these elements:

 

1.

Base Pay-Your base pay of Three Hundred Thousand ($300,000) Dollars per annum is subject to annual review and will be earned and paid every other week, subject to standard withholdings.

 

2.

Bonus-You will be eligible to receive an annual discretionary performance bonus based on an evaluation of your performance and the Company’s profitability.

 

3.

The GTJ Benefit Program:

 

a.

You will be entitled to the benefit program of GTJ, subject to the policies governing such matters.  The benefit program currently includes medical, life, and 401(k) plan which includes a safe harbor company matching feature.

 

4.

Vacation-You will be entitled to a total of 15 days.

 

5.

Professional Dues/CPE Credits-GTJ will pay for the cost of the various courses you are required to complete in order to maintain your professional CPA status and related CPA association fees.  All courses/fees must be approved by the Chief Executive Officer or President.

 

You represent and covenant to GTJ that you are not subject to any non-compete, non-solicitation or similar agreements that would affect or are potentially relevant to your ability to perform your role with GTJ as Chief Financial Officer. You also represent to GTJ that you will not engage in any business activity or interests outside of GTJ without prior written consent.

 

Your term of employment is “employment at-will” and may be terminated by you or GTJ at any time for any reason.  Your employment is subject to the benefits, terms and conditions contained within the GTJ Employee Manual.  Nothing contained in this letter

60 Hempstead Avenue, Suite 718, West Hempstead, NY 11552 Tel: 516.693.5500 Fax: 516.693.5501 www.gtjreit.com

 

should be construed to create a contract of employment or to guarantee employment for any period of time.

 

You agree to execute appropriate paperwork so that a background check may be conducted prior to the commencement of your employment.  The background check will include due diligence typical for a chief financial officer level position.

 

Confidentiality and Non-Disclosure:

 

During your employment with GTJ, you will be subject to its Code of Business Conduct and Ethics and to the Policy on Insider Trading.

 

During your employment with GTJ, you may have access to non-public information concerning the company’s operation, financial data, statistical data, strategic business plans, customer lists and information, marketing plans, trade secrets and other non-public proprietary and confidential information concerning GTJ, its affiliates and customers (“Confidential Information”).  Confidential Information includes all non-public information that might be of use to competitors or harmful to GTJ or its customers, if disclosed.  You must maintain the confidentiality of all such information, except when disclosure is authorized or legally mandated.  Your obligation to treat such information as confidential does not end when you leave GTJ.  In the event of termination of your employment for any reason you will promptly deliver all GTJ and its affiliates’ materials, property, documents, data and any other Confidential Information of GTJ and its affiliates in your possession to GTJ.  You must not disclose Confidential Information to a new employer or to others after leaving employment with GTJ.

 

We hope you will be able to undertake these responsibilities as soon as possible but in any event on or before November 14, 2017.

 

If this Agreement meets with your approval, please sign below and return (via fax or mail) the original to me as soon as you can.

 

Very truly yours,

 

/s/ Paul Cooper

Paul Cooper

 

THE FOREGOING IS AGREED TO AND ACCEPTED :

 

/s/ Stuart Blau  

Stuart Blau

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