Hudson Pacific Properties, Inc. (NYSE:HPP) 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; Compensatory
Arrangements of Certain Officers.
Committee) of the Board of Directors of Hudson Pacific
Properties, Inc. (the Company) adopted the 2017 Outperformance
Program (OPP) under our 2010 Incentive Award Plan. The OPP
authorizes grants of incentive awards linked to our absolute and
relative total shareholder return (TSR) over the performance
period beginning on January 1, 2017 and ending on the earlier to
occur of December 31, 2019 or the date on which we experience a
change in control. Each OPP award confers a percentage
participation right in a dollar-denominated bonus pool that is
settled in either Company common stock (Common Stock) or
Performance Units of the Operating Partnership, as well as
certain dividend equivalent or distribution rights.
Victor J. Coleman, Mark T. Lammas, Christopher Barton, Alex
Vouvalides and Josh Hatfield, each of whom is a named executive
officer, OPP awards of 21.425%, 11.45%, 7.175%, 9.15% and 5.175%
respectively. The awards for each were granted in the form of
Performance Units.
million will be determined at the end of the performance period
as the sum of: (i) 3% of the amount by which our TSR during the
performance period exceeds 9% simple annual TSR (the absolute TSR
component), plus (ii) 3% of the amount by which our TSR
performance exceeds that of the SNL US Equity REIT Index (on a
percentage basis) over the performance period (the relative TSR
component), except that the relative TSR component will be
reduced on a linear basis from 50% to 0% for absolute TSR
performance ranging from 7% to 0% simple annual TSR over the
performance period. In addition, the relative TSR component may
be a negative value equal to 3% of the amount by which we
underperform the SNL US Equity REIT Index by more than 3% per
year during the performance period (if any). The target bonus
pool is equal to $4,510,790, which would be attained if the
Company achieves during the performance period (i) a TSR is equal
to that of the SNL US Equity REIT Index and (ii) a 10% simple
annual TSR.
officers who remain employed with us will vest in a number of
Performance Units based on their percentage interest in the bonus
pool (and determined based on the value of the Common Stock at
the end of the performance period), and such vested Performance
Units and will continue to be subject to an additional two-year
holding (i.e., no-sell) period. However, if the performance
period is terminated prior to December 31, 2019 in connection
with a change in control, OPP awards will be paid entirely in
fully vested Performance Units immediately prior to the change in
control.
its holder to a cash payment equal to the aggregate distributions
or dividends that would have been paid during the performance
period on the total number of Performance Units that
performance-vest had such Performance Units been outstanding
throughout the performance period. The cash payment will be
reduced by the aggregate amount of the distributions received
during the performance period on the total number of Performance
Units granted.
good reason or due to the participants death or disability during
the performance period (referred to as qualifying terminations),
the participant will be paid his or her OPP award at the end of
the performance period entirely in fully vested Performance Units
(except for the performance period distribution/dividend
equivalent, which will be paid in cash at the end of the
performance period). Any such payment will be pro-rated in the
case of a termination without cause or for good reason by
reference to the participants period of employment during the
performance period. If we experience a change in control or a
participant experiences a qualifying termination of employment,
in either case, after December 31, 2019, any unvested Performance
Units that remain outstanding will accelerate and vest in full
upon such event.
Program is qualified in its entirety by reference to the text of
the 2017 Outperformance Award Agreements, which are attached
hereto as Exhibits 10.1 and 10.2 and are incorporated herein by
reference.
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(d)
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Exhibits.
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Exhibit
No.
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Description
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10.1
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2017 Outperformance Award Agreement (REIT Shares).
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10.2
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2017 Outperformance Award Agreement (LTIP Units).
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About Hudson Pacific Properties, Inc. (NYSE:HPP)
Hudson Pacific Properties, Inc. is a full-service, vertically integrated real estate investment trust (REIT). The Company is focused on owning, operating and acquiring office, and media and entertainment properties in select growth markets primarily in Northern and Southern California, and the Pacific Northwest. It operates in two segments: office properties, and media and entertainment properties. Its investment strategy is focused on high barrier-to-entry, in-fill locations with favorable, long-term supply demand characteristics in select markets, including Los Angeles, Orange County, San Diego, San Francisco, Silicon Valley and Seattle. Its portfolio includes office properties, comprising an aggregate of approximately 14.0 million square feet, and media and entertainment properties, comprising over 0.9 million square feet of sound-stage, office and supporting production facilities. It also owns undeveloped density rights for over 2.6 million square feet of future office space. Hudson Pacific Properties, Inc. (NYSE:HPP) Recent Trading Information
Hudson Pacific Properties, Inc. (NYSE:HPP) closed its last trading session up +0.31 at 35.65 with 523,563 shares trading hands.
