Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 13, 2018, Landmark Infrastructure Partners GP LLC, the general partner (“General Partner”) of Landmark Infrastructure Partners LP (the “Partnership”), appointed Keith Benson to the Board of the Directors of the General Partner (the “Board”) to fill a vacancy. On November 13, 2018, the Board appointed Mr. Benson as a member of the Audit Committee and he is expected to serve on the Board’s Conflicts Committee.
The Board has determined that (i) Mr. Benson is “independent” for purposes ofSection 10A-3 of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations of the U.S. Securities and Exchange Commission and (ii) Mr. Benson has no material relationship with the General Partner or the Partnership that would interfere with his independence from management of the General Partner and that he will otherwise be an “independent director” for purposes of NASDAQ Stock Market Rule 5605(a)(2).
There are no arrangements or understandings between Mr. Benson and any other person pursuant to which Mr. Benson was appointed to the Board. Mr. Benson has no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of RegulationS-K.
Mr. Benson will be compensated in accordance with the Landmark Infrastructure Partners GP LLCNon-Employee Director Compensation Plan, which includes an annual cash retainer of $40,000, payable in quarterly amounts and $40,000 in annual equity-based compensation. Mr. Benson will also be indemnified for his actions associated with being a director to the fullest extent permitted under Delaware law and will be reimbursed for all expenses incurred in attending to his duties as director.
Item 7.01 Regulation FD Disclosure
On November 14, 2018, the Partnership issued a press release announcing the appointment of Mr. Benson to the Board. A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
2
