8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 2020

ALEXANDRIA REAL ESTATE EQUITIES, INC.

(Exact name of registrant as specified in its charter)

Maryland	1-12993	95-4502084
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

26 North Euclid Avenue
Pasadena	,	California	91101
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code:  (626) 578-0777

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	ARE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 26, 2020, the Board of Directors (the “Board”) of Alexandria Real Estate Equities, Inc. (the “Company”) elected Jennifer Friel Goldstein as a director of the Company, to serve until the 2020 annual meeting of stockholders of the Company and until her successor is duly elected and qualifies. The Board also appointed Ms. Goldstein as a member of its Science and Technology Committee and has determined that Ms. Goldstein is independent in accordance with applicable New York Stock Exchange listing standards and Securities and Exchange Commission rules. There were no arrangements or understandings between Ms. Goldstein and any other persons regarding her election to the Board. Ms. Goldstein is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Goldstein is the head of Business Development, Technology and Healthcare Silicon Valley Bank (“SVB”). She is responsible for business development, venture capital relationship management and corporate relationship management across all sectors for the bank.

Prior to joining SVB in 2012, Ms. Goldstein served on Pfizer Inc.’s Venture Capital team, during which time she helped lead or co-lead fund-of-fund investment decisions and manage Pfizer’s private equity portfolio. She has also served as a consultant at Bain & Company in London where she focused on private equity transactions across Europe. Additional experience at companies such as Chiron, Genelabs and Genencor further developed Ms. Goldstein’s diverse operational and research skills.

Ms. Goldstein also serves on the board of the Leukemia and Lymphoma Society in Silicon Valley. She graduated magna cum laude with a Bachelor of Science in Engineering degree in Bioengineering and a Master of Biotechnology from the University of Pennsylvania. Ms. Goldstein was also named a Joseph Wharton Fellow while completing her MBA at the Wharton School.

On her initial election to the Board and pursuant to the terms of the Company’s Amended and Restated 1997 Stock Award and Incentive Plan, Ms. Goldstein received a grant of 1,000 shares of restricted stock of the Company, which shares vest in full on the second anniversary of the date of grant. Ms. Goldstein will also generally participate in the compensation arrangements provided to the Company’s independent directors, as described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 9, 2019, under the caption “2018 Director Compensation Table.”

The press release announcing Ms. Goldstein’s election as a director of the Company is attached hereto as Exhibit 99.1 and is filed herewith.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release, dated March 27, 2020.

104.1 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALEXANDRIA REAL ESTATE EQUITIES, INC.
March 30, 2020	By:	/s/ Dean A. Shigenaga
		Dean A. Shigenaga
		Co-President and Chief Financial Officer

EX-99.1

Alexandria Real Estate Equities, Inc. Elects Jennifer Friel Goldstein to Board of Directors

Company Release - 3/27/2020 8:30 AM ET

PASADENA, Calif., March 27, 2020 /PRNewswire/ -- Alexandria Real Estate Equities, Inc. (NYSE:ARE), an urban office REIT and the first, longest-tenured and pioneering owner, operator and developer uniquely focused on collaborative life science, technology and agtech campuses in AAA innovation cluster locations, announced today that its Board of Directors has elected Jennifer Friel Goldstein as an independent director. The Company's Board of Directors has also appointed Ms. Goldstein to serve as a member of the Science & Technology Committee. Ms. Goldstein is an independent director in accordance with New York Stock Exchange (NYSE) listing standards and Securities and Exchange Commission (SEC) rules. Her term will run until the 2020 annual meeting of stockholders of the Company.

Ms. Goldstein is the head of Business Development, Technology and Healthcare for Silicon Valley Bank (SVB). She is responsible for business development, venture capital relationship management and corporate relationship management across all sectors for the bank.

Prior to joining Silicon Valley Bank in 2012, Ms. Goldstein served on Pfizer Inc.'s venture capital team, during which time she helped lead or co-lead fund-of-fund investment decisions and manage Pfizer's private equity portfolio. She has also served as a consultant at Bain & Company in London, where she focused on private equity transactions across Europe. Additional experience at companies such as Chiron, Genelabs and Genencor further developed Ms. Goldstein's diverse operational and research skills.

Ms. Goldstein also serves on the board of the Leukemia & Lymphoma Society in Silicon Valley. She graduated magna cum laude with a Bachelor of Science in Engineering degree in Bioengineering and a Master of Biotechnology degree from the University of Pennsylvania. Ms. Goldstein was also named a Joseph Wharton Fellow while completing her Master of Business Administration degree at the Wharton School.

About Alexandria Real Estate Equities, Inc.

Alexandria Real Estate Equities, Inc. (NYSE:ARE), an S&P 500® urban office REIT, is the first, longest-tenured and pioneering owner, operator and developer uniquely focused on collaborative life science, technology and agtech campuses in AAA innovation cluster locations, with a total market capitalization of $26.3 billion as of December 31, 2019, and an asset base in North America of 39.2 million SF. The asset base in North America includes 27.0 million RSF of operating properties and 2.1 million RSF of Class A properties undergoing construction, 6.3 million RSF of near-term and intermediate-term development and redevelopment projects and 3.8 million SF of future development projects. Founded in 1994 with $19 million in Series A capital, Alexandria pioneered this niche and has since established a significant market presence in key locations, including Greater Boston, San Francisco, New York City, San Diego, Seattle, Maryland and Research Triangle. Alexandria has a longstanding and proven track record of developing Class A properties clustered in urban life science, technology and agtech campuses that provide our innovative tenants with highly dynamic and collaborative environments that enhance their ability to successfully recruit and retain world-class talent and inspire productivity, efficiency, creativity and success. Alexandria also provides strategic capital to transformative life science, technology and agtech companies through our venture capital arm. We believe our unique business model and diligent underwriting ensure a high-quality and diverse tenant base that results in higher occupancy levels, longer lease terms, higher rental income, higher returns and greater long-term asset value. For additional information on Alexandria, please visit www.are.com.

CONTACT: Sara Kabakoff, Vice President – Corporate Communications, (626) 788‑5578, skabakoff@are.com

XML

Cover Page Cover Page	Mar. 26, 2020
Cover page.
Entity Central Index Key	0001035443
Title of 12(b) Security	Common Stock, $.01 par value per share
Document Type	8-K
Document Period End Date	Mar. 26, 2020
Entity Registrant Name	ALEXANDRIA REAL ESTATE EQUITIES, INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	1-12993
Entity Tax Identification Number	95-4502084
Entity Address, Address Line One	26 North Euclid Avenue
Entity Address, City or Town	Pasadena
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91101
City Area Code	626
Local Phone Number	578-0777
Security Exchange Name	NYSE
Written Communications	false
Trading Symbol	ARE
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Soliciting Material	false
Entity Emerging Growth Company	false
Amendment Flag	false