Federal Realty Investment Trust (NYSE:FRT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 5, 2019, the Compensation Committee (“Committee”) of the Board of Trustees of Federal Realty Investment Trust (“Trust”) approved the following compensation arrangements for the Trust’s named executive officers: (a) increases in base salaries effective as of January 1, 2019 for Dawn M. Becker, the Trust’s Executive Vice President-General Counsel and Secretary to $475,000 and for Daniel Guglielmone, the Trust’s Executive Vice President-Chief Financial Officer and Treasurer to $500,000; (b) a supplemental cash bonus of $50,000 to each of Ms. Becker and Mr. Guglielmone; and (c)payouts at 50% of target to each of Mr. Donald C. Wood, the Trust’s President and Chief Executive Officer, Mr. Guglielmone and Ms. Becker under the Trust’s long-term incentive award program (“LTIAP”) which represents an exercise of the Committee’s discretion under the LTIAP to increase the award. Without the exercise of the Committee’s discretion, the awards for Mr. Wood and Ms. Becker, based on the performance goals set by the Committee for 2018, would have been paid at 90% of target and the award for Mr. Guglielmone would have been paid at 85% of target.
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 5, 2019, the Board of Trustees of the Trust approved an amendment to Section 1 of Article III of the Trust’s Amended and Restated Bylaws effective as of February 1, 2019 to change the requirement that the Board of Trustees contain no more than one non-independent trustee to reflect that a majority of Trustees must be independent.
The new Section 1 is filed as an exhibit to this report and is incorporated by reference into this Item 5.03.
Item 9.01.Financial Statements and Exhibits
(d)Exhibits
The following Exhibits are included in the Form 8-K:
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Exhibit |
Description of Exhibit |
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Amended Section 1 of Article III of the Amended and Restated Bylaws |
FEDERAL REALTY INVESTMENT TRUST Exhibit
EX-3.1 2 frt020719exhibit31.htm EXHIBIT 3.1 Exhibit Exhibit 3.1Section 1. GENERAL POWERS; QUALIFICATIONS; TRUSTEES HOLDING OVER. The business and affairs of the Trust shall be managed under the direction of its Board of Trustees. A Trustee shall be an individual at least 21 years of age who is not under legal disability. In case of failure to elect Trustees at an annual meeting of the shareholders,…
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About Federal Realty Investment Trust (NYSE:FRT)
Federal Realty Investment Trust is an equity real estate investment trust (REIT) engaged in the ownership, management, and redevelopment of retail and mixed-use properties. The Trust owns or holds interests in community and neighborhood shopping centers and mixed-use properties, which are operated as approximately 90 retail real estate projects consisting approximately 21.4 million square feet, located primarily in the Northeast and Mid-Atlantic regions of the United States, as well as in California. The Company owns approximately six retail real estate properties through a joint venture. The Trust’s properties are located in the Northeast and Mid-Atlantic regions of the United States, as well as in California and South Florida. The Trust offers various options in specialty leasing and partnership marketing, which include carts and kiosks; temporary in-line store locations; holiday advertising and marketing, and environmental partnerships.