New York REIT,Inc. (NYSE:NYRT) 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.
Election of Howard Goldberg
On March 8, 2017, Howard Goldberg was elected as a member of the
board of directors (the Board) of New York REIT, Inc. (the
Company) to serve as a director until the Companys 2017 annual
meeting and until his successor is duly elected and qualifies. In
connection with his election as an independent director, Mr.
Goldberg was also appointed to the compensation committee of the
Board (the Compensation Committee).
Mr. Goldbergs election to the Board and appointment to the
Compensation Committee was made to the Companys Settlement
Agreement dated as of October 23, 2016 (as amended from time to
time thereafter, the Settlement Agreement) with WW Investors LLC,
Michael L. Ashner and Steven C. Witkoff (collectively, WW
Investors), following the recommendation by WW Investors of Mr.
Goldberg as a replacement director to fill the vacancy on the
Board resulting from the resignation of Gregory Hughes on
February 15, 2017. The terms of the Settlement Agreement are
described in the Companys Current Reports on Form 8-K filed with
the Securities and Exchange Commission (the SEC) on October 24,
2016 and February 6, 2017.
Mr. Goldberg will participate in the Companys compensation
program for independent directors which is as described in the
Companys definitive proxy statement on Schedule 14A filed with
the SEC on December 9, 2016, as subsequently modified by the
Board to provide that, other than the $50,000 annual grant
required to be made in restricted shares of common stock, any
additional annual fees payable will only be payable in cash.
In connection with the election of Mr. Goldberg as a director of
the Company, the Company intends to enter into an indemnification
agreement (the Indemnification Agreement) with him in the same
form as the indemnification agreements the Company has entered
into with its other directors and officers. Under the
Indemnification Agreement, Mr. Goldberg will be indemnified by
the Company to the maximum extent permitted by Maryland law for
certain liabilities and will be advanced certain expenses that
have been incurred as a result of actions brought, or threatened
to be brought, against him as a director of the Company as a
result of his service, subject to the limitations set forth in
the Indemnification Agreement.
The foregoing description of the Indemnification Agreement does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Indemnification Agreement,
which will be filed by the Company as an exhibit to a future
filing with the SEC.
Mr. Goldberg has no direct or indirect material interest in any
transaction required to be disclosed to Item 404(a) of Regulation
S-K.
Item 7.01. Other Events.
On March 9, 2017, the Company issued a press release announcing
the election of Mr. Goldberg to the Board, a copy of which is
filed as Exhibit 99.1 hereto.
A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K. Such press release shall not be
deemed filed for any purpose, including for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
that Section. The information in Item 7.01, including Exhibit
99.1, shall not be deemed incorporated by reference into any
filing under the Exchange Act or the Securities Act of 1933, as
amended, regardless of any general incorporation language in such
filing.
Item9.01.Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press Release dated March 9, 2017 |
About New York REIT, Inc. (NYSE:NYRT)
New York REIT, Inc. is a real estate investment trust. The Company focuses on acquiring and owning office and retail properties in Manhattan. The Company’s business is primarily conducted through New York Recovery Operating Partnership, L.P. The Company owns approximately 20 properties in New York City, which aggregate approximately 3.4 million rentable square feet. The Company holds interests in properties of various types, such as office, retail, hotel, parking and storage. The Company’s properties include Design Center, 416 Washington Street, 50 Varick Street, 1440 Broadway, One Worldwide Plaza, 256 West 38th Street, 229 West 36th Street, 333 West 34th Street, 367-387 Bleecker Street, 33 West 56th Street (garage), 350 West 42nd Street, Foot Locker, Duane Reade and 1100 Kings Highway. New York REIT, Inc. (NYSE:NYRT) Recent Trading Information
New York REIT, Inc. (NYSE:NYRT) closed its last trading session down -0.02 at 9.79 with 2,389,570 shares trading hands.