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 30, 2022
Douglas Emmett, Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | 001-33106 | 20-3073047 |
| (State or other jurisdiction of incorporation) | Commission file number | (I.R.S. Employer identification No.) |
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| 1299 Ocean Avenue, Suite 1000 | , | Santa Monica | , | California | 90401 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (310) 255-7700
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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Common Stock, $0.01 par value per share | | DEI | | 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 30, 2022, Johnese M. Spisso informed Douglas Emmett, Inc. (the “Company”) that she would not stand for re-election as a director of the Company. Ms. Spisso’s term will end at the conclusion of the annual meeting of shareholders currently scheduled to be held on May 26, 2022 (the “Annual Meeting”). Ms. Spisso informed the Company that her decision was not the result of any disagreement with the Company's management or its board of directors (the “Board”).
Effective April 1, 2022, the Board elected Ms. Shirley Wang and Mr. Ray C. Leonard as members of the Board with a term ending as of the Company’s Annual Meeting. In connection with Ms. Wang’s and Mr. Leonard’s election, the size of the Board was increased from 10 to 12. Following the conclusion of the Annual Meeting, the Board currently anticipates reducing the size of the Board from 12 to 11 directors in light of Ms. Spisso’s decision not to stand for re-election.
The Board has determined that each of Ms. Wang and Mr. Leonard is independent within the meaning of the New York Stock Exchange’s director independence standards. Board committee assignments for Ms. Wang and Mr. Leonard will be determined at a later time. In connection with their appointments, Ms. Wang and Mr. Leonard are eligible to participate in the Company's compensation programs for non-employee directors approved by the Nominating and Corporate Governance Committee of the Board, as disclosed in the Company’s most recent proxy statement, as in effect from time to time. Pursuant to these programs as currently applicable, Ms. Wang and Mr. Leonard will each receive an annual retainer of $220,000 payable in long term incentive plan units (“LTIPs”), under the Company’s 2016 Omnibus Stock Incentive Plan, prorated for the shortened period of service through the date of the Annual Meeting.
A copy of the press release announcing Ms. Wang’s and Mr. Leonard’s appointments to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
There are no transactions that require disclosure under Item 404(a) of Regulation S-K regarding either Ms. Wang or Mr. Leonard.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: The following exhibits are furnished with this Current Report on Form 8-K:
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| Exhibit Number | | Description |
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| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
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| | DOUGLAS EMMETT, INC. |
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| Dated: | April 1, 2022 | By: | /s/ PETER D. SEYMOUR |
| | | Peter D. Seymour |
| | | Chief Financial Officer |
