INVESTORS REAL ESTATE TRUST (NYSE:IRET) 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.
Departures of Director and Certain Officers
On April27, 2017, Timothy P. Mihalick, the Companys Chief
Executive Officer and a member of the Board of Trustees (the
Board) of Investors Real Estate Trust (IRET or the Company),
notified the Board that he was resigning as an officer and
trustee of the Company effective immediately. Also, on April27,
2017, Diane K. Bryantt, Executive Vice President and Chief
Operating Officer of the Company notified the Board that she was
resigning her positions with the Company effective immediately.
In addition, on April27, 2017, each of Ted E. Holmes, Executive
Vice President and Chief Financial Officer of the Company, and
Michael A. Bosh, Executive Vice President, General Counsel and
Assistant Secretary, notified the Board of his intention to
resign his positions. On April27, 2017, the Company entered into
a retention arrangement with each of Mr.Holmes and Mr.Bosh to
which he has agreed to remain with the Company until July31,
2017, the end of the Companys first fiscal quarter, to assist in
transition matters. In their resignation letters,
Messrs.Mihalick, Holmes and Bosh and Ms.Bryantt stated that their
respective resignations were not the result of any disagreement
with the Company or any of its subsidiaries on any matter
relating to the operations, policies or practices of the Company
and its subsidiaries.
The Company entered into a resignation and release agreement with
each of Mr.Mihalick and Ms.Bryantt and a retention bonus
agreement with each of Mr.Holmes and Mr.Bosh and expects to enter
into a resignation and release agreement with each of Mr.Holmes
and Mr.Bosh in the future at the time of their departure from the
Company.
to the terms of his resignation and release agreement,
Mr.Mihalick will be entitled to receive a lump sum payment of
$1,073,159.00 and an additional cash payment of $25,999.80, an
amount equal to 18 months of his monthly premium for the cost of
benefit continuation for health benefits.
to the terms of her resignation and release agreement, Ms.Bryantt
will be entitled to receive a lump sum payment of $361,867.25 and
an additional cash payment of $13,274.10, an amount equal to nine
months of her monthly premium for the cost of benefit
continuation for health benefits.
to the terms of their retention agreements, Mr.Holmes and Mr.Bosh
each will continue to receive his current salary during his
employment and shall be entitled to receive a cash retention
bonus of $45,000.00 upon termination of his employment.
Additionally, upon execution of a resignation and release
agreement, Mr.Holmes is expected to receive a lump sum payment of
$281,516.75 and Mr.Bosh is expected to receive a lump sum payment
of $275,896.50 and additional cash payments of $13,274.10 and
$12,999.80 respectively, amounts equal to nine months of their
respective monthly premiums for the cost of benefit continuation
for health benefits.
Messrs.Mihalick, Holmes and Bosh and Ms.Bryantt will receive
5,864, 2,126, 2,290 and 2,912 common shares of the Company,
respectively, previously awarded to stock award agreements with
vesting conditions. Such shares were otherwise scheduled to vest
on June22, 2017.
Appointment of Chief Executive Officer
On April27, 2017, the Board appointed Mark O. Decker,Jr., the
Companys President and Chief Investment Officer, to the
additional position of Chief Executive Officer.
Mr.Decker, age 41, has served as the Companys President and Chief
Investment Officer since August5, 2016 and prior to that, had
nearly 17 years of experience in real estate investment banking.
From 2011 to May2016, he served as the Managing Director and U.S.
Group Head of Real Estate Investment and Corporate Banking at BMO
Capital Markets, the North American-based investment banking
subsidiary of the Canadian Bank of Montreal, with which the
Company has an ongoing investment banking relationship. Prior to
that, he served as Managing Director with Morgan Keegan
Company,Inc., a brokerage firm and investment banking business,
from February2011 to September2011, and worked with Robert W.
Baird Co., an employee-owned international wealth management,
capital markets, private equity and asset management firm with
offices in the United States, Europe and Asia, from 2004 to 2011,
where he last served as Managing Director, Real Estate Investment
Banking.
There were no arrangements or understandings between Mr.Decker
and any other person to which Mr.Decker was selected as an
officer. Mr.Decker does not have any family relationships
subject to disclosure under Item 401(d)of Regulation S-K or any
direct or indirect material interest in any transaction
required to be disclosed to Item 404(a)of Regulation S-K.
Mr.Decker will receive an annual base salary of $444,050.00.
Mr.Decker was granted a cash retention bonus of $100,000.00 and
was issued 16,447 restricted common shares of the Company. The
restricted common shares will vest in three equal 1/3
installments on each of May1, 2018, May1, 2019 and May1, 2020,
provided that Mr.Decker continues to be employed by IRET on
those dates. If he is no longer employed by IRET on any vesting
date, unvested shares shall be forfeited. In addition, if he
voluntarily leaves IRET prior to any vesting date, he has
agreed to repay IRET the cash portion of the retention bonus as
follows: If he voluntarily leaves IRET on or before April30,
2018, 50% of the cash portion of the retention bonus; if he
voluntarily leaves IRET after April30, 2018 and before April30,
2019, 67% of the cash portion of the retention bonus; if he
voluntarily leaves IRET after April30, 2019 and before April30,
2020, 33% of the cash portion of the retention bonus. In
addition, Mr.Decker will be included in other compensation
programs approved by the Compensation Committee of the Board of
Trustees from time to time.
In addition, Mr.Decker received time-based and
performance-based share awards under the long-term incentive
plan (LTIP) for fiscal year 2017, based on 85% of his annual
base salary, which awards were previously described in the
Companys Current Report on Form8-K filed with the SEC on
June28, 2016 and the forms of which as previously filed as
Exhibits 10.3 and 10.4, respectively, to the Companys Annual
Report on Form10-K filed with the SEC on June29, 2016. He is
also eligible to participate in the short-term incentive cash
awards (STIP) for fiscal year 2017, based on the amount of
annual salary earned during fiscal year 2017, which awards were
previously described in the Companys Current Report on Form8-K
filed with the SEC on April20, 2016.
The Company previously entered into an Indemnification
Agreement with Mr.Decker in substantially the same form as
previously filed as Exhibit10.1 to the Companys Current Report
on Form8-K filed with the SEC on September21, 2015 and a Change
in Control Severance Agreement as previously described in, and
in substantially the same form as previously filed as
Exhibit10.1 to, the Companys Current Report on Form8-K filed
with the SEC on July7, 2015.
Appointment of Executive Vice President
On April27, 2017, the Board appointed John Kirchmann as the
Companys Executive Vice President effective April 30, 2017.
Mr.Kirchmann is expected to become the Companys Chief Financial
Officer following the departure of Mr.Holmes.
Mr.Kirchmann, age 52, served as Vice President of Operations
Support at Essex Property Trust, a NYSE-listed multifamily
REIT, from 2011 until July2016 where he was responsible for the
oversight of revenue management and ancillary income,
procurement and other functions. From 2007 to 2011, he served
as Corporate Controller Corporate Treasurer at Essex, where he
oversaw property and corporate accounting functions, treasury
management, and re-engineered and implemented new technology
and systems. He has been a private consultant since July2016,
providing executive accounting services to publicly traded
companies, one of which was IRET. Mr.Kirchmann started his
career as an accountant with KPMG. He received a B.A. in
Business Administration with a Concentration in Accounting from
Coe College.
Mr.Kirchmann will receive a base salary of $325,000.00 and will
be entitled to participate in bonus programs and equity
incentive programs available for other executive officers. In
addition, Mr.Kirchmann received a stock award of 24,671
restricted common shares. The common shares will vest in three
equal 1/3 installments on each of April 30, 2018, April 30,
2019 and April 30, 2020, provided that Mr.Kirchmann continues
to be employed by IRET on those dates. If he is no longer
employed by IRET on any vesting date, unvested shares shall be
forfeited.
There were no arrangements or understandings between
Mr.Kirchmann and any other person to which Mr.Kirchmann was
selected as an officer. Mr.Kirchmann does not have any family
relationships subject to disclosure under Item 401(d)of
Regulation S-K or any direct or indirect material interest in
any transaction required to be disclosed to Item 404(a)of
Regulation S-K.
Appointment of Executive Vice President, General
Counsel and Secretary
On April27, 2017, the Board appointed Anne Olson as the
Companys Executive Vice President, General Counsel and
Secretary effective April 30, 2017. Ms.Olson, age 40, has been
in the private practice of law, most recently as a partner in
Dorsey Whitney LLPs Real Estate Practice Group, since 2011,
where she focused on development and investment real estate for
REITs, private equity funds, and national developers and
owners. Prior to 2011, Ms.Olson served as Director of
Investment Operations and in-house counsel for Welsh Companies,
LLC and its affiliates, including providing leadership in the
growth of its asset portfolio and development of a successful
capital markets strategy. Ms.Olson began her legal career
practicing real estate law at Dorsey Whitney LLP. She holds a
B.A in English from Drake University and earned her J.D. with
highest honors from Drake University Law School.
Ms.Olson will receive a base salary of $325,000.00 and will be
entitled to participate in bonus programs and equity incentive
programs available for other executive officers. In addition,
Ms.Olson received a stock award of 24,671 restricted common
shares. The common shares will vest in three equal 1/3
installments on each of April 30, 2018, April 30, 2019 and
April 30, 2020, provided that Ms.Olson continues to be employed
by IRET on those dates. If she is no longer employed by IRET on
any vesting date, unvested shares shall be forfeited.
There were no arrangements or understandings between Ms.Olson
and any other person to which Ms.Olson was selected as an
officer. Ms.Olson does not have any family relationships
subject to disclosure under Item 401(d)of Regulation S-K or any
direct or indirect material interest in any transaction
required to be disclosed to Item 404(a)of Regulation S-K.
The Company expects to enter into (i)an Indemnification
Agreement in substantially the same form as previously filed as
Exhibit10.1 to the Companys Current Report on Form8-K filed
with the SEC on September21, 2015 and (ii)a Change in Control
Severance Agreement as previously described in, and in
substantially the same form as previously filed as Exhibit10.1
to, the Companys Current Report on Form8-K filed with the SEC
on July7, 2015, with each of Mr.Kirchmann and Ms.Olson.
Appointment of Director and Board Changes
At a meeting of the Board on April27, 2017, the Board appointed
Mr.Decker as a trustee of the Board, effective immediately, to
serve until the Companys next annual meeting of shareholders or
until his successor is duly elected and qualified. Members of
the Board who are employees of the Company, such as Mr.Decker,
do not receive any separate compensation or other
consideration, direct or indirect, for service as a trustee.
Additionally, on April27, 2017, Jeffery L.
Miller notified the Board that he was stepping down from his
position as Chairman of the Board. Mr.Miller will continue as a
member of the Board. At the April27, 2017 meeting of the Board,
the Board appointed Jeffrey P. Caira to succeed Mr.Miller as
Chairman of the Board, effective immediately. Mr.Caira has been
a member of the Board since June23, 2015 and has over 30 years
of experience in the real estate industry. The Board has
previously determined that Mr.Caira qualifies as an independent
director in accordance with the listing standards of the New
York Stock Exchange. Mr.Caira will receive compensation for
Board service commensurate with the Companys other non-employee
trustees, as well as additional compensation for serving as
Chairman, as described below. Mr.Caira currently serves on the
Boards Audit Committee.
As Chairman of the Board, and in addition to the compensation
paid to other members of the Board who are not employees of the
Company, Mr.Caira will receive additional cash compensation of
$25,000 annually plus, for fiscal year 2018, an equity award of
4,112 restricted common shares of the Company, which shares
will vest on April30, 2018 if Mr.Caira continues to serve as
chairman on that date.
On April27, 2017, the Board approved a special one-time grant
on May1, 2017 of 4,112 common shares to each of Mr.Caira and
trustee Michael T. Dance for service on a special committee
previously designated by the Board to oversee the Companys and
the Boards strategic review of operations and business
planning. All such shares vested immediately upon issuance.
Item 7.01. Regulation FD Disclosure.
On April27, 2017, the Company issued a press release announcing
certain of the matters described in Item 5.02 of this Current
Report on Form8-K. A copy of the press release is included as
Exhibit99.1 to this Form8-K.
The information set forth in this Item 7.01, including
Exhibit99.1, is being furnished to Item 7.01 and shall not be
deemed filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or
otherwise subject to the liabilities of that Section, and it
shall not be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or under the
Exchange Act, except as expressly provided by specific
reference in such a filing.
Item9.01. Financial Statements and Exhibits.
(d)Exhibits.
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ExhibitNo. |
|
Description |
|
99.1 |
Press Release dated April27, 2017 |
About INVESTORS REAL ESTATE TRUST (NYSE:IRET)
Investors Real Estate Trust is a self-advised equity real estate investment trust (REIT). The Company’s business consists of owning and operating income-producing real estate properties. Its segments include Multifamily, Healthcare and All Other. Its investments consist of multifamily and healthcare properties located primarily in the upper Midwest states of Minnesota and North Dakota. It conducts its business operations through its operating partnership, IRET Properties, which is principally engaged in acquiring, owning, operating and leasing real estate. It invests in multifamily properties and commercial properties that are leased to single or multiple tenants, usually for approximately five years or longer. As of April 30, 2016, the Company held for investment 99 multifamily properties containing 12,950 apartment units and 47 commercial properties, consisting of healthcare, industrial, office and retail, containing approximately 2.9 million square feet of leasable space. INVESTORS REAL ESTATE TRUST (NYSE:IRET) Recent Trading Information
INVESTORS REAL ESTATE TRUST (NYSE:IRET) closed its last trading session down -0.08 at 5.84 with 366,653 shares trading hands.
