COLONY CAPITAL, INC. (NYSE:CLNY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
Entry into a Material Definitive Agreement.
The information set forth in Item 1.01 of this Current Report on Form8-Kis incorporated herein by reference.
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Item 1.01 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 18, 2018, Colony Capital, Inc. (the “Company”) entered into a Separation Agreement and Release of Claims (the “Separation Agreement”) with Richard B. Saltzman in connection with the Company’s previously announced mutual agreement between the Company’s board of directors (the “Board”) and Mr. Saltzman, to which Mr. Saltzman no longer serves as the Company’s President and Chief Executive Officer or as a member of the Board.
Mr. Saltzman currently serves as a director of Colony Credit Real Estate, Inc. (“CLNC”) and NorthStar Realty Europe Corp. (“NRE”), two publicly traded companies for which the Company serves as the external manager. Mr. Saltzman will continue to serve as a director of CLNC and NRE, although he does not currently qualify as an independent director. Other Company executive officers also serve as directors of these companies, although each company’s board is comprised of a majority of independent directors.
to the Separation Agreement, and provided that Mr. Saltzman does not revoke the Separation Agreement by December 25, 2018, Mr. Saltzman will receive the benefits and payments provided for in his employment agreement, as amended (as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2018) consisting of (i) a lump sum cash payment equal to three times the sum of his base salary and average annual bonus with respect to the three prior calendar years, (ii)a pro-rated target bonus for the year of termination, (iii) continued medical, dental and vision benefits at active employee rates for 24 months following November 5, 2018 (the “Separation Date”), and (iv) full vesting of all equity-based awards of the Company, carried interests and other like compensation that he holds to the extent unvested on the Separation Date. In addition, under the Separation Agreement, if during the period beginning on the Separation Date and ending on the earlier of November 5, 2021 and the date on which Mr. Saltzman no longer serves on NRE’s board of directors (the “NRE Board”), Mr. Saltzman does not receive compensation from NRE for his service on NRE Board, the Company will pay Mr. Saltzman cash payments in an amount that the Company determines in good faith to be substantially equivalent to the amount of cash and equity compensation that the other members of the NRE Board receive for service during such period and the time in which such compensation is received and/or vests. Further, to the Separation Agreement, the Company has agreed to grant Mr. Saltzman a number of NRE shares equal to his unvested NRE shares held immediately prior to the Separation Date to the extent such unvested shares are forfeited for any reason following the Separation Date. Mr. Saltzman has also agreed to resign as a director of CLNC or NRE upon the written request of the Company made prior to November 5, 2021.
In consideration for the foregoing, the Separation Agreement contains a general release of claims by Mr. Saltzman against the Company.
The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement and Release, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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Item 1.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description |
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Separation Agreement and Release of Claims, dated as of December 18, 2018, between Colony Capital, Inc. and Richard B. Saltzman |
Colony Capital, Inc. Exhibit
EX-10.1 2 exhibit101agreement.htm SEPARATION AGREEMENT AND RELEASE OF CLAIMS Exhibit Exhibit 10.1SEPARATION AGREEMENT AND RELEASE OF CLAIMSColony Capital,…
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About COLONY CAPITAL, INC. (NYSE:CLNY)
Colony Capital, Inc., formerly Colony Financial, Inc., is a global real estate and investment management company. The Company operates through five segments: Real Estate Equity, including Light industrial real estate assets and operating platform; Single-family residential rentals through an investment in Colony Starwood Homes and Other real estate equity investments; Real Estate Debt, which includes loan originations and acquisitions, and Investment Management, which includes investment management of the Company-sponsored funds and other investment vehicles. Through its global investment management business, it has over $18.8 billion of assets under management. Its business objective is to provide risk-adjusted returns to its investors through a diversified portfolio of direct and indirect real estate-related equity and real estate debt investments, and fee bearing management contracts on investment funds that it manages.