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): August 23, 2021

DIGITAL REALTY TRUST, INC.

DIGITAL REALTY TRUST, L.P.

(Exact name of registrant as specified in its charter)

Maryland	001-32336	26-0081711
Maryland	000-54023	20-2402955
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5707 Southwest Parkway, Building 1, Suite 275 Austin, Texas	78735
(Address of principal executive offices)	(Zip Code)

(737) 281-0101

(Registrant’s telephone number, including area code)

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 Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock	DLR	New York Stock Exchange
Series J Cumulative Redeemable Preferred Stock	DLR Pr J	New York Stock Exchange
Series K Cumulative Redeemable Preferred Stock	DLR Pr K	New York Stock Exchange
Series L Cumulative Redeemable Preferred Stock	DLR Pr L	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).

Digital Realty Trust, Inc.:	Emerging growth company	☐
Digital Realty Trust, L.P.:	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.

Digital Realty Trust, Inc.:	☐
Digital Realty Trust, L.P.:	☐

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

On August 23, 2021, the Compensation Committee (the “Committee”) of the Board of Directors of Digital Realty Trust, Inc. (the “Company”) approved an amendment (the “Amendment”) to the employment agreement, dated July 2, 2018, between the Company, DLR LLC and A. William Stein, our Chief Executive Officer (the “Employment Agreement”). The Company and DLR LLC (together, the “Employer”) entered into the Amendment on August 24, 2021 following approval by the Committee.

Pursuant to the Amendment, subject to earlier termination as provided in the Employment Agreement, the term of Mr. Stein’s employment with the Company under the Employment Agreement will automatically be extended each year for successive one-year periods until either the Employer or Mr. Stein provides 60 days written notice of non-extension prior to the expiration of the then-current term.  The Amendment also amends the Employment Agreement to reflect that Mr. Stein’s principal place of employment is the Company’s office in Austin, Texas and to reflect Mr. Stein’s current target and maximum annual bonus, which are equal to 200% and 400%, respectively, of his base salary for such year.

The foregoing description of the Amendment is qualified in its entirety by the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amendment to Employment Agreement, dated as of August 24, 2021, by and among Digital Realty Trust, Inc., DLR LLC and A. William Stein.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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
	Executive 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
	Executive Vice President, General Counsel and Secretary

Date: August 27, 2021

EX-10.1

Exhibit 10.1

DIGITAL REALTY TRUST, INC.

5707 SOUTHWEST PARKWAY

BUILDING 1, SUITE 275

AUSTIN, TX 78735

August 24, 2021

A. William Stein

c/o Digital Realty Trust, Inc.

5707 Southwest Parkway

Building 1, Suite 275

Austin, Texas 78735

Re: AMENDMENT TO JULY 2, 2018 EMPLOYMENT AGREEMENT

Dear Bill:

This letter amendment (the “Amendment”) to that certain employment letter agreement (the “Agreement”), dated as of July 2, 2018, by and between you and Digital Realty Trust, Inc. (“REIT”), Digital Realty Trust, L.P. and DLR LLC (“Employer”, and together with the REIT, the “Company”), is made and entered into as of the date first set forth above (the “Amendment Effective Date”). Effective as of the Amendment Effective Date, the Agreement is hereby amended as follows:

1. Section 1 of the Agreement is hereby amended and restated in its entirety as follows:

“TERM. Subject to the provisions for earlier termination hereinafter provided, your employment hereunder shall be for a term (the “Term”) commencing on the Effective Date and ending on the third (3^rd) anniversary of the Effective Date (the “Initial Termination Date”). If not previously terminated, the Term shall automatically be extended for one additional year on the Initial Termination Date and on each anniversary thereof unless either you or the Company elect not to so extend the Term by notifying the other party, in writing, of such election not less than sixty (60) days prior to the expiration of the then-current Term.”

2. The fourth sentence of Section 2 of the Agreement is hereby amended and restated in its entirety as follows:

“You will report to the Board of Directors of the REIT (the “Board”), and will work full-time at our principal offices located in Austin, Texas (or such other location in the greater metropolitan area of Austin as the Company may utilize as its principal offices), except for travel to other locations as may be necessary to fulfill your responsibilities.”

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3. The second sentence of Section 4 of the Agreement is hereby amended and restated in its entirety as follows:

“The amount of your annual bonus will be based on the attainment of performance criteria established and evaluated by the Company in accordance with the terms of such bonus plan as in effect from time to time, provided that, subject to the terms of such bonus plan and attainment of performance criteria established by the Company, your target and maximum annual bonus shall be two hundred percent (200%) and four hundred percent (400%), respectively, of your base salary for such year.”

4. The second sentence of Section 13 of the Agreement is hereby amended and restated in its entirety as follows:

“Arbitration shall be administered by JAMS in Austin, Texas in accordance with the then existing JAMS Employment Arbitration Rules and Procedures, the current version of which is available at https://www.jamsadr.com/rules-employment-arbitration/.”

5. Section 17 of the Agreement is hereby amended and restated in its entirety as follows:

“GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflicts of laws principles thereof.”

Except as expressly amended by this Amendment, the Agreement shall remain in full force and effect. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed thereto in the Agreement. Effective as of the Amendment Effective Date, all references to the term “Agreement” shall mean the Agreement, as amended by this Amendment.

[SIGNATURE PAGE FOLLOWS]

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Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this Agreement in the space provided below for your signature and returning it to Cindy Fiedelman. Please retain one fully-executed original for your files.

Sincerely,

Digital Realty Trust, Inc.,				DLR LLC,
a Maryland corporation				a Maryland limited liability company
By:	/s/ Cindy Fiedelman			By:	Digital Realty Trust, L.P.
Name:			Cindy Fiedelman	Its:		Managing Member
Title:			Chief Human Resources Officer
				By:	Digital Realty Trust, Inc.
				Its:		General Partner
				By:		/s/ Cindy Fiedelman
				Name:			Cindy Fiedelman
				Title:			Chief Human Resources Officer
Digital Realty Trust, L.P.,
a Maryland limited partnership
By:		Digital Realty Trust, Inc.
Its:		General Partner
By:	/s/ Cindy Fiedelman
Name:			Cindy Fiedelman
Title:			Chief Human Resources Officer
Accepted and Agreed,
By:	/s/ A. William Stein
			A. William Stein

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XML

Cover Page	Aug. 23, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 23, 2021
Entity File Number	001-32336
Entity Registrant Name	DIGITAL REALTY TRUST, INC.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	26-0081711
Entity Address, Address Line One	5707 Southwest Parkway, Building 1, Suite 275
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78735
City Area Code	737
Local Phone Number	281-0101
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001297996
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	DLR
Security Exchange Name	NYSE
Series J Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Series J Cumulative Redeemable Preferred Stock
Trading Symbol	DLR Pr J
Security Exchange Name	NYSE
Series K Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Series K Cumulative Redeemable Preferred Stock
Trading Symbol	DLR Pr K
Security Exchange Name	NYSE
Series L Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Series L Cumulative Redeemable Preferred Stock
Trading Symbol	DLR Pr L
Security Exchange Name	NYSE
Digital Realty Trust L.P.
Entity Information [Line Items]
Entity File Number	000-54023
Entity Registrant Name	DIGITAL REALTY TRUST, L.P.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	20-2402955
Entity Address, Address Line One	5707 Southwest Parkway, Building 1, Suite 275
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78735
City Area Code	737
Local Phone Number	281-0101
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001494877
Amendment Flag	false