Gramercy Property Trust (NASDAQ:GPT) 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
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 16, 2016, Jon W. Clark, Chief Financial Officer of
Gramercy Property Trust (the Company), and Edward J. Matey Jr.,
General Counsel and Executive Vice President of the Company, were
granted performance-vested limited partnership units (LTIP Units)
issued by GPT Operating Partnership LP, the Companys operating
partnership, under an LTIP Unit Award Agreement (LTIP Unit
Awards), in the amounts set forth below. The LTIP Unit Awards
were granted under the Companys 2016 Long-Term Incentive Program
(the 2016 LTIP), which is described in the Companys Current
Report on Form 8-K, filed on October 5, 2016 (the Previous 8-K).
Gramercy Property Trust (the Company), and Edward J. Matey Jr.,
General Counsel and Executive Vice President of the Company, were
granted performance-vested limited partnership units (LTIP Units)
issued by GPT Operating Partnership LP, the Companys operating
partnership, under an LTIP Unit Award Agreement (LTIP Unit
Awards), in the amounts set forth below. The LTIP Unit Awards
were granted under the Companys 2016 Long-Term Incentive Program
(the 2016 LTIP), which is described in the Companys Current
Report on Form 8-K, filed on October 5, 2016 (the Previous 8-K).
The LTIP Unit Awards are 50% performance-based over a three-year
performance period commencing July 1, 2016. Any LTIP Units earned
under the 2016 LTIP will remain subject to vesting, with 50% of
any LTIP Units earned vesting on June 30, 2019 and the remaining
50% vesting on June 30, 2020 based, in each case, on continued
employment through the vesting date. The Board of Trustees (the
Board) and Compensation Committee of the Board established July
1, 2016 as the commencement of the 2016 LTIP performance period
because it was the first day after the conclusion of the
four-year performance measurement period under the Companys 2012
Outperformance Plan.
performance period commencing July 1, 2016. Any LTIP Units earned
under the 2016 LTIP will remain subject to vesting, with 50% of
any LTIP Units earned vesting on June 30, 2019 and the remaining
50% vesting on June 30, 2020 based, in each case, on continued
employment through the vesting date. The Board of Trustees (the
Board) and Compensation Committee of the Board established July
1, 2016 as the commencement of the 2016 LTIP performance period
because it was the first day after the conclusion of the
four-year performance measurement period under the Companys 2012
Outperformance Plan.
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Name
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Relative TSR LTIP Units*
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Absolute TSR LTIP Units*
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Threshold
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Target
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Maximum
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Threshold
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Target
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Maximum
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Jon W. Clark
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8,334
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16,667
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33,334
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12,500
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25,000
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50,000
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Edward J. Matey Jr.
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8,334
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16,667
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33,334
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12,500
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25,000
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50,000
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* The number of LTIP Units is presented in this table without
giving effect to the Reverse Share Split (as defined below).
giving effect to the Reverse Share Split (as defined below).
The foregoing description is qualified in its entirety by
reference to the form of LTIP Unit Award Agreement, filed as
Exhibit 10.1 to the Previous 8-K.
reference to the form of LTIP Unit Award Agreement, filed as
Exhibit 10.1 to the Previous 8-K.
Item 8.01. Other Events.
On December 20, 2016, the Company issued a press release
announcing that its Board of Trustees has approved a reverse
share split of the Companys common shares and its outstanding
units (“OP Units”) of GPT Operating Partnership LP at a ratio of
1-for-3 (the “Reverse Share Split”). The Reverse Share Split is
expected to take effect at approximately 5:00 p.m. Eastern time
on December 30, 2016 (the Effective Time). Accordingly, at the
Effective Time, every three issued and outstanding common shares
will be converted into one common share and every three OP Units
will be converted into one OP Unit. In addition, at the market
open on January 3, 2017, the common shares will be assigned a new
CUSIP number: 385002 308.
announcing that its Board of Trustees has approved a reverse
share split of the Companys common shares and its outstanding
units (“OP Units”) of GPT Operating Partnership LP at a ratio of
1-for-3 (the “Reverse Share Split”). The Reverse Share Split is
expected to take effect at approximately 5:00 p.m. Eastern time
on December 30, 2016 (the Effective Time). Accordingly, at the
Effective Time, every three issued and outstanding common shares
will be converted into one common share and every three OP Units
will be converted into one OP Unit. In addition, at the market
open on January 3, 2017, the common shares will be assigned a new
CUSIP number: 385002 308.
A copy of the press release is attached hereto as Exhibit 99.1,
and is incorporated by reference herein.
and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
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Exhibit Number
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Description
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99.1
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Press Release dated December 20, 2016.
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About Gramercy Property Trust (NASDAQ:GPT)