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):
October 2, 2007
MAGUIRE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland (State or other jurisdiction of incorporation) | 001-31717 (Commission File Number) | 04-3692625 (IRS Employer Identification Number) |
1733 Ocean Avenue, Suite 400 Santa Monica, California (Address of principal executive offices) | 90401 (Zip Code) |
(Registrant’s telephone number, including area code)
310-857-1100
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:
¨ 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))
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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Effective October 2, 2007, the Board of Directors, upon the recommendation of its Nominating and Corporate Governance Committee, appointed Mr. George A. Vandeman to the Board. There are no arrangements or understandings between Mr. Vandeman and any other person pursuant to which he was selected as a director of the registrant. There are no family relationships between Mr. Vandeman and any director or executive officer of the registrant or any of its subsidiaries, nor has Mr. Vandeman or any member of his immediate family engaged in any transactions with the registrant of the sort described under Item 404(a) of Regulation S-K. The registrant will enter into a standard indemnification agreement with Mr. Vandeman to be filed by the registrant with the Securities and Exchange Commission.
The registrant currently believes that Mr. Vandeman qualifies as independent under New York Stock Exchange rules and the registrant’s corporate governance guidelines. As such, the registrant believes that Mr. Vandeman is eligible to serve on the board committees comprised of independent directors.
Mr. Vandeman is the principal of Vandeman & Co., a private investment firm, since he retired in July 2000 from Amgen Inc., the world’s largest biotechnology company. From 1995 to 2000, Mr. Vandeman was Senior Vice President and General Counsel of Amgen and a member of its Operating Committee. Immediately prior to joining Amgen in July 1995, Mr. Vandeman was a senior partner and head of the Mergers and Acquisitions Practice Group at the international law firm of Latham & Watkins LLP, where he worked for nearly three decades. Mr. Vandeman is a member and past Chair of the Board of Councilors at the University of Southern California Law School.
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Item 7.01 | Regulation FD Disclosure. |
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The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose. Such information shall not be deemed incorporated by reference into any filing, regardless of any general incorporation language in such filing.
On October 2, 2007, we issued a press release announcing the appointment of George A. Vandeman to the Board of Directors, a copy of which is furnished as Exhibit 99.1 herewith.
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Item 9.01 | Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired: None
(b) Pro forma financial information: None
(c) Shell company transactions: None
(d) Exhibits:
The following exhibit is furnished with this Current Report on Form 8-K:
Exhibit No. | | Description |
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| 99.1* | | Press release dated October 2, 2007 regarding G. Vandeman’s appointment to the Board of Directors |
* Furnished herewith
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.
| | MAGUIRE PROPERTIES, INC. Registrant |
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| | /s/ | MARTIN A. GRIFFITHS |
| | | Martin A. Griffiths |
| | | Executive Vice President and |
| | | Chief Financial Officer |
| | | (Principal financial officer) |
Dated: October 2, 2007
