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 09, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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):
| 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:
Federal Realty Investment Trust | ||||||||
| Title of Each Class | Trading Symbol | Name of Each Exchange On Which Registered | ||||||
| $.01 par value per share, with associated Common Share Purchase Rights | ||||||||
| of 5.00% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share | ||||||||
Federal Realty OP LP | ||||||||
| Title of Each Class | Trading Symbol | Name of Each Exchange On Which Registered | ||||||
| None | N/A | N/A | ||||||
| Indicate by check mark whether the registrant is an emerging growth company, as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. | ||||||||
Federal Realty Investment Trust Yes | Federal Realty OP LP Yes | |||||||
| If an emerging growth company, indicate by checkmark if the registrant has elected not 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. | ||||||||
| Federal Realty Investment Trust ☐ | Federal Realty OP LP ☐ | |||||||
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On February 9, 2022, the Compensation Committee of the Board of Trustees of Federal Realty Investment Trust (“Company”) approved the following modified compensation arrangements for the Company’s named executive officers: (a) base salaries of $1 million for Donald C. Wood, Chief Executive Officer, $650,000 for Jeffrey S. Berkes, President and Chief Operating Officer and $575,000 for each of Daniel Guglielmone, Executive Vice President-Chief Financial Officer and Treasurer and Dawn M. Becker, Executive Vice President-General Counsel and Secretary; (b) annual bonus targets of 100% of base salary for each of Mr. Guglielmone and Ms. Becker; (c) annual targets under our long-term incentive award program of $6,000,000 for Mr. Wood and $1 million for each of Mr. Guglielmone and Ms. Becker; and (d) one-time cash bonuses for each of Mr. Berkes, Mr. Guglielmone and Ms. Becker of $75,000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| FEDERAL REALTY INVESTMENT TRUST | |||||||||||
| FEDERAL REALTY OP LP | |||||||||||
| Date: | February 11, 2022 | /s/ Dawn M. Becker | |||||||||
| Dawn M. Becker | |||||||||||
| Executive Vice President-General Counsel and Secretary | |||||||||||
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document) | |||||||