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): August 5, 2019
Drive Shack Inc.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation)
| 001-31458 | 81-0559116 | |
(Commission File Number) | (IRS Employer Identification No.) | |
218 W 18th St, 3rd Fl. New York, New York | 10011 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code (646) 585-5591
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 §240.12b-2).
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. ☐
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 per share | DS | New York Stock Exchange (NYSE) |
| 9.75% Series B Cumulative Redeemable Preferred Stock, $0.01 par value per share | DS-PB | New York Stock Exchange (NYSE) |
| 8.05% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share | DS-PC | New York Stock Exchange (NYSE) |
| 8.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share | DS-PD | New York Stock Exchange (NYSE) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective August 5, 2019, Drive Shack Inc. (“Drive Shack” or the “Company”) named Ms. Hana Khouri, age 36, as President of the Company. Mr. Kenneth A. May continues to serve in the role of Chief Executive Officer of the Company.
Prior to joining the Company, Ms. Khouri served as Chief of Staff to the Chief Executive Officer of New Fortress Energy. From July 2013 through July 2018, Ms. Khouri held various positions at Topgolf, a golf-themed entertainment company based in Dallas, Texas, including, immediately prior to her departure, International Director of Operations. Prior to serving in that role, she also served as National Director of Operations, National Director of Site Openings and Director of Operations.
There is no arrangement, understanding or family relationship between Ms. Khouri and any other person pursuant to which she was appointed as an officer of the Company. Ms. Khouri has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In connection with her appointment, the Company entered into a customary indemnification agreement with Ms. Khouri on August 5, 2019. Ms. Khouri has not as of the date of this Current Report on Form 8-K entered into an employment agreement with the Company.
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.
| DRIVE SHACK INC. |
| (Registrant) |
| /s/ Nicholas M. Foley |
| Secretary |
Date: August 8, 2019