UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 23, 2025 (
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Securities Registered Pursuant to Section 12(b) of the Act:
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of Director
On July 18, 2025, Ronald Dickerman notified the Board of Directors (the “Board”) of Veris Residential, Inc. (the “Company”), the general partner of Veris Residential, L.P. through which the Company conducts its business, of his decision to resign from the Board effective as of July 23, 2025. Mr. Dickerman’s resignation was not a result of any disagreements with the Company on any matter relating to its operations, policies or practices.
Election of New Director
On July 23, 2025, the Company announced that the Board elected Christopher Papa to serve as a director of the Company to fill the vacancy created by Mr. Dickerman’s resignation effective as of July 23, 2025. Mr. Papa also was appointed as a member of the Audit Committee of the Board.
Mr. Papa will receive standard compensation and equity awards in accordance with the Company’s compensation program for non-employee directors (as such program may be adjusted by the Board from time to time). The Company’s current compensation program for non-employee directors is described in the “Compensation of Directors” section of the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2025. The Company also intends to enter into its standard form of indemnification agreement with Mr. Papa.
There are no arrangements or understandings between Mr. Papa and any other persons pursuant to which he was selected as a director, and he does not have any family relationships with any of the Company’s directors or executive officers. Mr. Papa does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K in respect of the Company.
| Item 7.01. | Regulation FD Disclosure. |
On July 23, 2025, the Company issued a press release announcing the decision of Mr. Dickerman to resign from the Board and the election of Mr. Papa to the Board to fill the vacancy created by Mr. Dickerman’s resignation, which press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
The information in the press release attached hereto as Exhibit 99.1 shall not be deemed “filed” for 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This Current Report (including the exhibits hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number | Exhibit Title | |
| 99.1 | Press Release of Veris Residential, Inc. dated July 23, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VERIS RESIDENTIAL, INC. | |||
| Dated: July 23, 2025 | By: | /s/ Taryn Fielder | |
| Taryn Fielder | |||
| General Counsel and Secretary | |||
| VERIS RESIDENTIAL, L.P. | |||
| By: | Veris Residential, Inc., | ||
| its general partner | |||
| Dated: July 23, 2025 | By: | /s/ Taryn Fielder | |
| Taryn Fielder | |||
| General Counsel and Secretary | |||