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): February 24, 2022
SERITAGE GROWTH PROPERTIES
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 001-37420 | 38-3976287 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
500 Fifth Avenue, Suite 1530 New York, New York | 10110 | |||
(Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: 212 355-7800
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:
Title of each class | Trading Symbols | Name of each exchange on which registered |
Class A common shares of beneficial interest, par value $0.01 per share | SRG | New York Stock Exchange |
7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share | SRG-PA | 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.
Chairman of the Board of Trustees
On March 1, 2022, Seritage Growth Properties (the “Company”) announced that Mr. Edward S. Lampert, the Chairman of the Company’s Board of Trustees (the “Board”), retired as Chairman and resigned from the Board effective March 1, 2022. Mr. Lampert’s resignation is not the result of any disagreement with the Company.
Board of Trustees Matters
On March 1, 2022, the Company also announced that each of Messrs. David S. Fawer and Thomas M. Steinberg, members of the Board, notified the Board that he would not stand for reelection as a trustee of the Company. Neither Mr. Fawer’s nor Mr. Steinberg’s decision not to stand for reelection is the result of any disagreement with the Company. Messrs. Fawer’s and Steinberg’s terms will each end at the Company’s 2022 annual meeting of stockholders.
Item 7.01. Regulation FD Disclosure.
On March 1, 2022, the Company issued a press release announcing a comprehensive review of strategic alternatives, as well as the trustee changes above. A copy of the press release is filed as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
SIGNATURE
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.
SERITAGE GROWTH PROPERTIES | ||||
By: | /s/ Matthew Fernand | |||
Matthew Fernand | ||||
Chief Legal Officer |
Date: March 1, 2022