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) July 12, 2016
Federal Realty Investment Trust
(Exact name of registrant as specified in its charter)
Maryland | 1-07533 | 52-0782497 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
1626 East Jefferson Street, Rockville, Maryland | 20852-4041 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number including area code: 301/998-8100
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):
c | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
c | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
c | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
c | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
The disclosures under Item 5.02 in this Current Report on Form 8-K are incorporated hereunder by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 12, 2016, the Board of Trustees of Federal Realty Investment Trust (“Trust”) approved the hiring of Daniel Guglielmone, 49, as the Trust’s Chief Financial Officer (“CFO”), principal financial officer (“PFO”) and principal accounting officer (“PAO”). Mr. Guglielmone will start his employment with the Trust and assume the CFO, PFO and PAO titles and responsibilities effective on August 15, 2016 (the “Hiring Date”). Mr. Guglielmone most recently served as Senior Vice President, Acquisitions & Capital Markets at Vornado Realty Trust where he oversaw and managed the Acquisitions and Capital Markets Groups since 2003. From 1993 to 2003, Mr. Guglielmone served as the Director, Investment Banking Division/Real Estate and Lodging Group with Salomon Smith Barney/Citigroup, where he advised on and raised capital for real estate and lodging companies. Prior to that, Mr. Guglielmone worked as a retail leasing and investment sales associate at Douglas Elliman Commercial Real Estate. Mr. Guglielmone earned his master’s degree in management with a concentration in finance from Northwestern University and a bachelor of science in applied economics from Cornell University. There are no related party transactions between the Trust and Mr. Guglielmone other than the employment relationships described below.
Mr. Guglielmone will receive an initial annual base salary of $450,000 with an increase to $475,000 beginning on January 1, 2017 and a hiring bonus of $2,000,000 (“Hiring Bonus”). The Hiring Bonus will be paid as follows: (a) $250,000 in cash paid in each of February 2017 and February 2018; (b) $500,000 paid on the Hiring Date in the form of restricted shares that will vest equally over three (3) years; and (c) $1,000,000 paid on the Hiring Date in the form of restricted shares that will vest equally over seven (7) years. The number of restricted shares issued will be calculated using the closing price of the Trust’s common shares on the New York Stock Exchange on the Hiring Date.
In addition, Mr. Guglielmone will be eligible for a full annual bonus pursuant to the Trust’s Annual Incentive Bonus Plan for calendar year 2016. Mr. Guglielmone’s annual bonus amount will be targeted at 75% of his base salary. The amount of the bonus that is actually earned by Mr. Guglielmone will depend on whether the Trust achieves its targeted funds from operations level established by the Compensation Committee of the Board, as well as Mr. Guglielmone’s individual performance. Mr. Guglielmone will also be eligible to receive annual equity awards pursuant to the Trust’s Amended and Restated 2003 Long-Term Incentive Award Program (“LTIAP”) beginning with the 2016 calendar year award for the three-year performance period ending December 31, 2016. Mr. Guglielmone’s threshold, target and stretch levels under the LTIAP are $600,000, $900,000 and $1,200,000, respectively. Mr. Guglielmone will receive a modified LTIAP award in February 2017 which is guaranteed at $900,000 and will not have accelerated vesting on termination without cause until after August 15, 2018.
The Trust and Mr. Guglielmone will enter into a severance and change in control arrangement that will provide for payments and benefits to Mr. Guglielmone in the event he is terminated without cause or there occurs a change in control which will generally be on the same terms and conditions as the severance agreement that was in place between the Trust and James M. Taylor, Jr., the Trust’s former Executive Vice President-Chief Financial Officer except that the arrangement will contain a double trigger requirement in connection with a change of control and will not provide for any excise tax gross up. We anticipate filing the final Severance Agreement between the Trust and Mr. Guglielmone with the Trust’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2016.
Concurrently with Mr. Guglielmone’s assuming the titles and responsibilities of PFO and PAO on August 15, 2016, Mr. Donald C. Wood will relinquish the PFO title, and Ms. Melissa Solis will relinquish the PAO title and no longer be deemed an officer with reporting requirements under Section 16 of the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following Exhibits are included in the Form 8-K:
Exhibit Description of Exhibit
99.1 Press Release
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.
FEDERAL REALTY INVESTMENT TRUST
Date: July 13, 2016 /s/ Dawn M. Becker
Dawn M. Becker
Executive Vice President-General Counsel and
Secretary
FOR IMMEDIATE RELEASE
Investor Inquiries | Media Inquiries |
Leah Andress | Andrea Simpson |
Investor Relations Coordinator | Vice President, Marketing |
301/998-8265 | 617/684-1511 |
landress@federalrealty.com | asimpson@federalrealty.com |
FEDERAL REALTY INVESTMENT TRUST WELCOMES DAN GUGLIELMONE AS EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER & TREASURER
ROCKVILLE, Md., July 13, 2016 /PRNewswire/ -- Federal Realty Investment Trust is pleased to announce the appointment of Dan Guglielmone to the position of Executive Vice President, Chief Financial Officer & Treasurer, effective August 15, 2016. In this role, Mr. Guglielmone will be a member of the Firm’s Executive and Investment Committees and will be responsible for all capital markets activity along with east coast acquisitions. In addition, he will be responsible for the oversight of the accounting, financial reporting and investor relations functions. Dan will be based at Federal’s Headquarters in Rockville, Md.
Mr. Guglielmone comes from real estate powerhouse Vornado Realty Trust where he has served since 2003 as its Senior Vice President, Acquisitions and Capital Markets. Prior to his time at Vornado, Dan spent 10 years in Investment Banking in the Real Estate and Lodging Group at Salomon Smith Barney/Citigroup in New York. Mr. Guglielmone holds a Bachelors in Applied Economics from Cornell University and a Masters in Management with a Concentration in Finance from the Kellogg School at Northwestern University. He is an active member of the Real Estate Board of New York (REBNY) as well as the International Council of Shopping Centers (ICSC) and was a member of the Toys "R" Us Board from 2013 through 2015.
“I couldn’t be more pleased that we were able to attract such a well-respected 25 year commercial real estate veteran to our senior ranks” said Donald C. Wood, Federal Realty’s President and Chief Executive Officer. “Dan’s breadth of experience from both investment banking at a top tier firm and one of the largest and most respected commercial real estate firms in the country, will complement both our existing team and the growing needs and expectations of our fast expanding platform over the next decade and beyond.”
FEDERAL REALTY INVESTMENT TRUST WELCOMES DAN GUGLIELMONE AS EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER & TREASURER
July 13, 2016
Page 2
About Federal Realty
Federal Realty is a recognized leader in the ownership, operation and redevelopment of high-quality retail based properties located primarily in major coastal markets from Washington, D.C. to Boston as well as San Francisco and Los Angeles. Founded in 1962, our mission is to deliver long term, sustainable growth through investing in densely populated, affluent communities where retail demand exceeds supply. Our expertise includes creating urban, mixed-use neighborhoods like Santana Row in San Jose, California, Pike & Rose in North Bethesda, Maryland and Assembly Row in Somerville, Massachusetts. These unique and vibrant environments that combine shopping, dining, living and working provide a destination experience valued by their respective communities. Federal Realty's 96 properties include over 2,800 tenants, in approximately 22 million square feet, and over 1,800 residential units.
Federal Realty has paid quarterly dividends to its shareholders continuously since its founding in 1962, and has increased its dividend rate for 48 consecutive years, the longest record in the REIT industry. Federal Realty shares are traded on the NYSE under the symbol FRT. For additional information about Federal Realty and its properties, visit www.FederalRealty.com.