Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Cooperation Agreements described in Item 8.01 below, on April 28, 2021, the Board (the “Board”) of Directors of Cedar Realty Trust, Inc. (the “Company”) increased its size from seven to ten directors and appointed Darcy D. Morris, Richard H. Ross and Sharon Stern to the Board, with terms expiring at the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”).
Mr. Morris will serve on the Nominating and Corporate Governance and Compensation Committees of the Board, Mr. Ross will serve on the Nominating and Corporate Governance and Audit Committees of the Board and Ms. Stern will serve on the Compensation and Audit Committees of the Board.
Other than the Cooperation Agreements, there is no arrangement or understanding between each of Mr. Morris, Mr. Ross or Ms. Stern and any other person pursuant to which each was appointed as a director. There are no family relationships between each of Mr. Morris, Mr. Ross or Ms. Stern and any director or executive officer of the Company, and neither Mr. Morris, Mr. Ross nor Ms. Stern has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Each of Mr. Morris, Mr. Ross and Ms. Stern will participate in the Company’s compensation program for its non-employee outside directors. Pursuant to the terms of the Company’s 2017 Stock Incentive Plan, upon election to the Board, each of the new directors will become eligible to receive a pro-rated grant of the Company’s restricted stock.
In connection with the Cooperation Agreements, Roger Widmann and Pamela Hootkin notified the Board that they will not stand for re-election at the 2021 Annual Meeting and will retire from the Board and all committees thereof effective as of the date of the 2021 Annual Meeting, following which the size of the Board will be decreased to eight directors. Mr. Widmann’s and Ms. Hootkin’s decisions were not due to any disputes or disagreements with the Company or the Board.
Item 7.01 Regulation FD Disclosure.
On April 28, 2021, the Company issued a press release announcing the matters described herein. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On April 28, 2021, the Company entered into a Cooperation Agreement with Ewing Morris-RE LP, Ewing Morris-RE GP Inc., Ewing Morris Opportunities Fund LP, Ewing Morris Opportunities GenPar Ltd., Ewing Morris Small Cap Fund LP, Ewing Morris Small Cap GenPar Ltd., Broadview Dark Horse LP, Broadview Dark Horse GP Inc., Ewing Morris GenPar Holdings Ltd., Ewing Morris & Co. Investment Partners Ltd., John Ewing and Darcy D. Morris (the foregoing, collectively with each of their respective affiliates, the “Ewing Morris Investor Group”). Also on April 28, 2021, the Company entered into a Cooperation Agreement (together with the Cooperation Agreement entered into with the Ewing Morris Investor Group, the “Cooperation Agreements”) with Camac Fund, LP, Camac Partners, LLC, Camac Capital, LLC, Eric Shahinian, Richard H. Ross and Sharon Stern (the foregoing, collectively with each of their respective affiliates, the “Camac Investor Group”).
