0001297996-16-000213.txt : 20160803 0001297996-16-000213.hdr.sgml : 20160803 20160803090253 ACCESSION NUMBER: 0001297996-16-000213 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160801 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160803 DATE AS OF CHANGE: 20160803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Digital Realty Trust, Inc. CENTRAL INDEX KEY: 0001297996 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 260081711 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32336 FILM NUMBER: 161802379 BUSINESS ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 3200 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415)738-6500 MAIL ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 3200 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Digital Realty Trust, L.P. CENTRAL INDEX KEY: 0001494877 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 202402955 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54023 FILM NUMBER: 161802380 BUSINESS ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 3200 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-738-6500 MAIL ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 3200 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 8-K 1 dlr-8xkxmm.htm 8-K Document

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): August 1, 2016
 
 
DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
(Exact name of registrant as specified in its charter)
 
 
 
Maryland
Maryland
 
001-32336
000-54023
 
26-0081711
20-2402955
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
Four Embarcadero Center, Suite 3200
San Francisco, California
 
94111
(Address of principal executive offices)
 
(Zip Code)
(415) 738-6500
(Registrant’s telephone number, including area code)
 
 
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))
 





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

Effective as of August 15, 2016, Matthew Miszewski, Senior Vice President, Global Sales and Marketing, will depart from Digital Realty Trust, Inc. (the “Company”). In connection with his departure, Mr. Miszewski will be eligible to receive a cash severance payment, as well as various other severance payments and benefits, in accordance with the non-cause termination provisions of Mr. Miszewski’s existing employment agreement and applicable equity award agreements with the Company. The Company expects to record approximately $1.4 million in costs in the third quarter of 2016 related to Mr. Miszewski’s separation compensation.

Safe Harbor Statement
This Current Report on Form 8-K contains forward-looking statements which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially, including statements related to the expected accounting costs that will be recorded as a result of Mr. Miszewski’s departure. These risks and uncertainties include, among others, the risks and uncertainties included in the reports and other filings by the Company with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2015 under the heading “Risk Factors.” The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 7.01
Regulation FD Disclosure.
The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit attached hereto, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
On August 2, 2016, we issued a press release regarding actions concerning the executive officers of the Company. The text of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Exhibit No.
 
Description
99.1
 
Press Release dated August 2, 2016.






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
 
 
 
 
Digital Realty Trust, Inc.
 
 
By:
 
/s/ Joshua A. Mills
 
 
Joshua A. Mills
 
 
Senior Vice President, General Counsel
and Secretary

Digital Realty Trust, L.P.
 
 
By:
 
Digital Realty Trust, Inc.
 
 
Its general partner
 
 
By:
 
/s/ Joshua A. Mills
 
 
Joshua A. Mills
 
 
Senior Vice President, General Counsel
and Secretary

Date: August 3, 2016




EXHIBIT INDEX
 
 
 
 
Exhibit No.
 
Description
99.1
 
Press Release dated August 2, 2016.



EX-99.1 2 mmpressrelease.htm EXHIBIT 99.1 PRESS RELEASE Exhibit


Digital Realty Announces Sales Leadership Transition

SAN FRANCISCO, CA – August 2, 2016 – Digital Realty Trust, Inc. (NYSE: DLR), a leading global provider of data center, colocation and interconnection solutions, announced today that the company and Matt Miszewski, Senior Vice President of Sales & Marketing, have mutually agreed that he will leave Digital Realty to pursue other career opportunities. His last day will be August 15, 2016.

Chief Executive Officer A. William Stein commented, “We greatly appreciate Matt’s leadership and many contributions over the past three and a half years during a period of significant change at Digital Realty, and we wish him all the best in his future endeavors. Matt has helped prepare Digital Realty to take our organization to the next level in the data center industry, and he looks forward to seeing those advances bear fruit under new sales and marketing leadership. While we search for a new Senior Vice President of Sales & Marketing, I will be working closely with the management team to manage a seamless transition for our team and customers.”

The company has engaged a leading executive recruiting firm to assist with its search for the next Senior Vice President of Sales & Marketing. Members of Digital Realty’s management team will assume Mr. Miszewski’s duties in the interim.

About Digital Realty
Digital Realty Trust, Inc. supports the data center and colocation strategies of more than 1,800 firms across its secure, network-rich portfolio of data centers located throughout North America, Europe, Asia and Australia. Digital Realty's clients include global companies of all sizes, ranging from financial services, cloud and information technology services, to manufacturing, energy, gaming, life sciences and consumer products. www.digitalrealty.com

For Additional Information:
Andrew P. Power
Chief Financial Officer
Digital Realty Trust, Inc.
(415) 738-6500

Investor Relations
John J. Stewart / Maria S. Lukens
Digital Realty Trust, Inc.
(415) 738-6500
investorrelations@digitalrealty.com

Media Inquiries
John Christiansen / Lindsay Andrews
Sard Verbinnen & Co.
(415) 618-8750

Safe Harbor Statement
This press release contains forward-looking statements which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially, including statements related to changes in our management. These risks and uncertainties include, among others, the following: the impact of current global economic, credit and market conditions; current local economic conditions in the geographies in which we operate; decreases in information technology spending, including as a result of economic slowdowns or recession; adverse economic or real estate developments in our industry or the industry sectors that we sell to (including risks relating to decreasing real estate valuations and impairment charges); our dependence upon significant tenants; bankruptcy or insolvency of a major tenant or a significant number of smaller tenants; defaults on or non-renewal of leases by tenants; our failure to obtain necessary debt and equity financing; risks associated with using debt to fund our business activities, including re-financing and interest rate risks, our failure to repay debt when due, adverse changes in our credit ratings or our breach of covenants or other terms contained in our loan facilities and agreements; financial market fluctuations; changes in foreign currency exchange rates; our inability to manage our growth effectively; difficulty acquiring or operating properties in foreign jurisdictions; our failure to successfully integrate and operate acquired or developed properties or businesses; the suitability of our properties and data center infrastructure, delays or disruptions in connectivity, failure of our physical and information security infrastructure or services or availability of power; risks related to joint venture investments, including as a result of our lack of control of such investments; delays or unexpected costs in development of properties; decreased rental rates, increased operating costs or increased vacancy rates; increased competition or available supply of data center space; our inability to successfully develop and lease new properties and development space; difficulties in identifying properties to acquire and completing acquisitions; our inability to acquire off-market properties; our inability to comply with the rules and regulations applicable to reporting companies; our failure to maintain our status as a REIT; possible adverse changes to tax laws; restrictions on our ability to engage in certain business activities; environmental uncertainties and risks related to natural disasters; losses in excess of our insurance coverage; changes in foreign laws and regulations, including those related to taxation and real estate ownership and operation; and changes in local, state and federal regulatory requirements, including changes in real estate and zoning laws and increases in real property tax rates. For a further list and description of such risks and uncertainties, see the reports and other filings by the company with the U.S. Securities and Exchange Commission, including the company’s Annual Report on Form 10-K for the year ended December 31, 2015, as amended, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. The company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.