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): November 6, 2019
PHYSICIANS REALTY TRUST
PHYSICIANS REALTY L.P.
(Exact name of registrant as specified in its charter)
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| Maryland | (Physicians Realty Trust) | | 001-36007 | 46-2519850 |
| Delaware | (Physicians Realty L.P.) | | 333-205034-01 | 80-0941870 |
| (State of Organization) | | (Commission File Number) | (IRS Employer Identification No.) |
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| 309 N. Water Street, Suite 500 | | 53202 |
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| Milwaukee, | Wisconsin | | |
| (Address of Principal Executive Offices) | | (Zip Code) | |
Registrant’s telephone number, including area code: (414) 367-5600
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:
☐ 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 | | DOC | | 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).
Physicians Realty Trust Emerging growth company ☐ Physicians Realty L.P. 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.
Physicians Realty Trust ☐ Physicians Realty L.P. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 6, 2019, Physicians Realty Trust (the “Company”) entered into Employment Agreements (collectively, the “New Agreements”) with each of John T. Thomas, President and Chief Executive Officer, Jeffrey N. Theiler, Executive Vice President and Chief Financial Officer, D. Deeni Taylor, Executive Vice President and Chief Investment Officer, Mark D. Theine, Executive Vice President of Asset and Investment Management and Bradley D. Page, Senior Vice President and General Counsel (each, an “Executive” and collectively, the “Executives”), which by their terms replace the Company’s prior employment agreements with each of the Executives.
Under the terms of the New Agreements, each of Mr. Thomas, Mr. Theiler, Mr. Taylor, Mr. Theine and Mr. Page are entitled to an annual base salary of $840,000, $497,000, $497,000, $400,000 and $348,000, respectively, subject to such annual increases as the Compensation Committee of the Board of Trustees (the “Compensation Committee”) may approve, reimbursement of up to $10,000 annually for reasonable professional expenses to receive personal advice from certain professional advisors, and other benefits and group insurance programs generally available to other employees and the Company’s other executives. Each Executive is also entitled to receive an annual cash bonus opportunity for each calendar year during his employment based upon performance goals that are established by the Board of Trustees or the Compensation Committee, as the case may be, in its sole discretion. Each Executive is also eligible to receive options, restricted shares or other awards under the Company’s 2013 Equity Incentive Plan at the discretion of the Compensation Committee.
In addition, each New Agreement provides that if the Executive’s employment is terminated by the Company without cause, by the Executive for good reason or under certain other circumstances as described in the New Agreements, the respective Executive would be entitled to, among other things, two times base salary and annual bonus and accelerated vesting of unvested equity awards. If the Executive’s employment is terminated under certain circumstances within 12 months of a change in control, the foregoing cash amounts would generally be payable to the Executive (except Mr. Thomas would receive three times the amount), and upon a change in control, unvested equity awards would vest if they are not continued, assumed or replaced by the surviving entity.
Each of the New Agreements contains non-competition and non-solicitation restrictive covenants which apply during the term of the New Agreement and for one year following an Executive’s termination, and a non-disparagement restrictive covenant that applies during and after the term of each Executive’s employment with the Company.
The foregoing description of each of the New Agreements is qualified in its entirety by reference to the terms of the respective New Agreements, copies of which are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 and are incorporated herein by reference.
Item 8.01. Other Events.
On November 6, 2019, the Company entered into Employment Agreements with each of John W. Lucey, Chief Accounting and Administrative Officer, Daniel M. Klein, Senior Vice President and Deputy Chief Investment Officer and Laurie P. Becker, Senior Vice President, Controller. The terms of these Employment Agreements are substantially similar to the New Agreements discussed in Item 5.02 of this Form 8-K, except that Mr. Lucey’s base salary is $348,000, Mr. Klein’s base salary is $315,000 and Ms. Becker’s base salary is $250,000.
The foregoing description of the Employment Agreements with each of Mr. Lucey, Mr. Klein and Ms. Becker is qualified in its entirety by reference to the terms of the respective agreements, copies of which are filed herewith as Exhibits 10.6, 10.7 and 10.8 and are incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
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| 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 registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
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| Date: | November 7, 2019 | | PHYSICIANS REALTY TRUST |
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| | | By: | /s/ John T. Thomas |
| | | | John T. Thomas |
| | | | President and Chief Executive Officer |
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| Date: | November 7, 2019 | | PHYSICIANS REALTY L.P. |
| | | | by: Physicians Realty Trust, its general partner |
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| | | By: | /s/ John T. Thomas |
| | | | John T. Thomas |
| | | | President and Chief Executive Officer |
EXHIBIT INDEX
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| Exhibit No. | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
