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): October 30, 2020
PS BUSINESS PARKS, INC.
(Exact name of registrant as specified in its charter)
California
(State or Other Jurisdiction
of Incorporation)
| 1-10709 | 95-4300881 | |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 701 Western Avenue, Glendale, California | 91201-2349 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (818) 244-8080
N/A
(Former name or former address, if changed since last report)
Check the appropriate box 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 | Ticker Symbol | Name of Each Exchange on Which Registered | ||
| Common Stock, $0.01 par value per share | PSB | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 5.200% Cum Pref Stock, Series W, $0.01 par value | PSBPrW | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 5.250% Cum Pref Stock, Series X, $0.01 par value | PSBPrX | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 5.200% Cum Pref Stock, Series Y, $0.01 par value | PSBPrY | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 4.875% Cum Pref Stock, Series Z, $0.01 par value | PSBPrZ | 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. |
On October 30, 2020, the Compensation Committee of the Board of Directors of PS Business Parks, Inc. (the “Company”) approved a one-time special equity retention grant of 20,000 restricted stock units (the “Special Retention Grant”) to John W. Petersen, Interim President and Chief Executive Officer and Chief Operating Officer. The Special Retention Grant will vest in five equal installments, with the first installment vesting on or around March 1, 2021 and each subsequent installment vesting annually thereafter.
The Compensation Committee determined that the Special Retention Grant was appropriate in light of Mr. Petersen’s service as the Interim President and Chief Executive Officer, a role Mr. Petersen has held since April 20, 2020. Mr. Petersen has not previously received any additional compensation for his service as Interim President and Chief Executive Officer. Further, the Compensation Committee deemed it important to retain Mr. Petersen while the Board of Directors continues to search for a permanent Chief Executive Officer and beyond, especially in light of the operational challenges associated with the COVID-19 pandemic and the competitive market for talent.
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.
| PS BUSINESS PARKS, INC. | ||
| Date: November 2, 2020 | ||
| By: | /s/ Jeffrey D. Hedges | |
| Jeffrey D. Hedges | ||
| Chief Financial Officer | ||