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): February 11, 2022
THE HOWARD HUGHES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction
of incorporation) | | 001-34856 (Commission File Number) | | 36-4673192 (I.R.S. Employer
Identification No.) |
9950 Woodloch Forest Drive, Suite 1100
The Woodlands, Texas 77380
(Address of principal executive offices)
Registrant’s telephone number, including area code: (281) 719-6100
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 | | HHC | | New York Stock Exchange |
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)) |
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. |
Separation and Release Agreement with Former Chief Financial Officer
As previously disclosed, on January 10, 2022, Correne S. Loeffler’s service as Chief Financial Officer of The Howard Hughes Corporation (the “Company”) and employment with the Company was terminated. In connection with the termination, Ms. Loeffler and the Company entered into a Separation and Release Agreement attached hereto as Exhibit 10.1, (the “Separation Agreement”) that became effective February 11, 2022. Pursuant to the Separation Agreement, which includes a release of claims against the Company, Ms. Loeffler is entitled by reason of her termination to (i) continued base pay and benefits for 60 days following her termination date, in lieu of the 60 days’ notice of termination without cause that the Company was otherwise required to provide under Ms. Loeffler’s employment agreement with the Company dated effective as of April 19, 2021 (the “Employment Agreement”) and (ii) the severance benefits otherwise owed to her under the Employment Agreement upon a termination without cause. Ms. Loeffler remains subject to the restrictive covenants applicable to her under the Employment Agreement.
The foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of Section 12 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.
Dated: February 11, 2022
| | THE HOWARD HUGHES CORPORATION |
| | |
| | By: | /s/ Peter F. Riley |
| | | Peter F. Riley |
| | | Senior Executive Vice President, General Counsel & Secretary |
