EPR Properties (NYSE:EPR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
(d)Effective January 10, 2019, the Board of Trustees (the “Board”) of EPR Properties (the “Company”) increased the size of the Board from seven to eight members and elected James B. Connor as an independent trustee to fill the vacancy resulting from the increase in the size of the Board. Mr. Connor will serve until the 2019 annual meeting of shareholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal. The Board also appointed Mr. Connor to serve as a member of the Audit Committee, Nominating/Company Governance Committee and Compensation and Human Capital Committee.
There is no arrangement or understanding between Mr. Connor and any other person to which Mr. Connor was selected to serve as a trustee of the Company. The Company is not aware of any transactions involving Mr. Connor that are reportable under Item 404(a) of Regulation S-K.
Mr. Connor will be eligible to receive compensation for his services as a trustee in accordance with the Company’s standard arrangements for non-employee trustees of the Company, which arrangements are described under the heading “Trustee Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 20, 2018. The Company will also enter into an Indemnification Agreement with Mr. Connor in the same form that the Company has entered into with its other trustees and certain of its officers. The Indemnification Agreement provides for procedures for indemnification by the Company to the fullest extent permitted by law and advancements by the Company of certain expenses and costs relating to claims, suits or proceedings arising from Mr. Connor’s services as a trustee of the Company.
The foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the full text of the form of Indemnification Agreement incorporated by reference herein as Exhibit 10.1.
Item 7.01.Regulation FD Disclosure.
On January 10, 2019, the Company issued a press release announcing the election of Mr. Connor to the Board as described above. The Company’s press release is attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 7.01.
The information set forth in this Item 7.01, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for purposes of, or otherwise subject to, liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
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Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 14, 2007). |
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Press Release, dated January 10, 2019, issued by EPR Properties. |
EPR PROPERTIES Exhibit
EX-99.1 2 exhibit9911102019.htm EXHIBIT 99.1 Exhibit Exhibit 99.1EPR Properties Elects James B. Connor to Its Board of TrusteesKANSAS CITY,…
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About EPR Properties (NYSE:EPR)
EPR Properties (EPR) is a self-administered real estate investment trust (REIT). The Company’s investment portfolio includes entertainment, education and recreation properties. The Company operates in four segments: Entertainment, Education, Recreation and Other. The Company’s Entertainment segment consists of investments in megaplex theatres, entertainment retail centers, family entertainment centers and other retail parcels. The Company’s Education segment consists of investments in public charter schools, early education centers and K-12 private schools. The Company’s Recreation segment consists of investments in metro ski parks, resorts, waterparks and golf entertainment complexes. The Company’s other segment consists of construction in progress and land held for development of the casino, golf course, entertainment village and infrastructure related to the Adelaar casino and resort project in Sullivan County, New York.