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): January 3, 2020
Innovative Industrial Properties, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | | 001-37949 | | 81-2963381 |
(State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
1389 Center Drive, Suite 200
Park City, UT 84098
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (858) 997-3332
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)) |
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.¨
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, par value $0.001 per share | IIPR | New York Stock Exchange |
| Series A Preferred Stock, par value $0.001 per share | IIPR-PA | New York Stock Exchange |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Form of Restricted Stock Unit Award Agreement
On January 3, 2020, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Innovative Industrial Properties, Inc. (the “Company”) adopted a form of Restricted Stock Unit Award Agreement (the “RSU Agreement”) under the Company’s 2016 Omnibus Incentive Plan (the “Incentive Plan”).
The RSU Agreement provides for the grant of restricted stock unit awards (“RSUs”) consisting of the right to receive, upon the vesting date of such RSUs, one share of common stock of the Company for each vested RSU. RSUs generally will vest in equal annual installments over the period specified for each award by the Board or a committee of the Board for the Company’s named executive officers, and one year from the date of grant for the Company’s non-employee Board members. The vesting of the RSUs is further subject to the executive officer’s or Board member’s continued employment or service through the vesting date.
A copy of the RSU Agreement is filed as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the RSU Agreement is qualified in its entirety by reference to the full text of the RSU Agreement.
Executive Compensation Decisions
On January 3, 2020, the Committee adjusted the annual base salaries of the Company’s executive officers for 2020, determined the executive officers’ year-end 2019 cash bonuses and granted executive officers awards of restricted shares of common stock and RSUs. These salaries, bonuses and grants of restricted stock and RSUs are summarized in the following table:
| Name and Position | | 2020 Base Salary(1) | | | 2019 Year- End Cash Bonus | | | RSU Awards(2) | | | Restricted Stock Awards(3) | |
| Alan Gold | | | | | | | | | | | | | | | | |
| Executive Chairman | | $ | 682,500 | | | $ | 650,000 | | | | 15,978 | | | | — | |
| | | | | | | | | | | | | | | | | |
| Paul Smithers | | | | | | | | | | | | | | | | |
| President and Chief Executive Officer | | | 420,000 | | | | 200,000 | | | | 10,653 | | | | — | |
| | | | | | | | | | | | | | | | | |
| Catherine Hastings | | | | | | | | | | | | | | | | |
| Chief Financial Officer, Chief Accounting Officer and Treasurer | | | 246,750 | | | | 117,500 | | | | 7,323 | | | | — | |
| | | | | | | | | | | | | | | | | |
| Brian Wolfe | | | | | | | | | | | | | | | | |
| Vice President, General Counsel and Secretary | | | 241,500 | | | | 115,000 | | | | — | | | | 6,657 | |
______________
| (1) | Adjustments to the executive officers’ base salaries are effective as of January 1, 2020. |
| (2) | The RSUs vest ratably on each of January 1, 2021, January 1, 2022 and January 1, 2023 for each of Messrs. Gold and Smithers and Ms. Hastings, provided that he or she continues to be an employee of the Company or a non-employee member of the Board on each such date. The RSUs were issued to each of Messrs. Gold and Smithers and Ms. Hastings pursuant to an RSU Agreement under the Company’s Incentive Plan. |
| (3) | The restricted stock award vests ratably on each of January 1, 2021, January 1, 2022 and January 1, 2023 for Mr. Wolfe, provided that he continues to be an employee of the Company or a non-employee member of the Board on each such date. The restricted stock award was issued to Mr. Wolfe pursuant to aRestrictedStock Award Grant Notice and Restricted Stock Award Agreement (the “Restricted Stock Award Agreement”) under the Company’s Incentive Plan. |
A copy of the Restricted Stock Award Agreement is filed as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of the Restricted Stock Award Agreement is qualified in its entirety by reference to the full text of the Restricted Stock Award Agreement.
Item 9.01 Financial Statements and Exhibits.
______________
| (1) | Incorporated by reference to Exhibit 10.2 to Innovative Industrial Properties, Inc.’s Registration Statement on Form S-8 (File No. 333-214919), filed with the Securities and Exchange Commission on December 6, 2016. |
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 hereunto duly authorized.
| Date: January 6, 2020 | INNOVATIVE INDUSTRIAL PROPERTIES, INC. |
| | | |
| | By: | /s/ Catherine Hastings |
| | Name: | Catherine Hastings |
| | Title: | Chief Financial Officer, Chief Accounting Officer and Treasurer |
