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): April 1, 2021
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (310 ) 255-7700
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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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.
Effective April 1, 2021, the Board of Directors (the "Board") of Douglas Emmett, Inc. (the "Company") elected Dorene C. Dominguez as a member of the Board with a term ending as of the Company's 2021 annual meeting of stockholders. In connection with Ms. Dominguez’s election, the size of the Board was increased from 10 to 11. Ms. Dominguez was also appointed to serve on the Board’s Nominating and Corporate Governance Committee effective as of such date. The Company has determined that Ms. Dominguez is independent of the Company and its management within the meaning of the New York Stock Exchange listing standards.
In connection with her appointment, Ms. Dominguez is eligible to participate in the Company's compensation programs for non-employee directors approved by the Nominating and Corporate Governance Committee of the Board, as disclosed in the Company’s most recent proxy statement, as in effect from time to time. Pursuant to these programs as currently applicable, Ms. Dominguez will receive an annual retainer of $220,000 payable in long term incentive plan units ("LTIPs"), under the Company’s 2016 Omnibus Stock Incentive Plan, prorated for the period of her service.
A copy of the press release announcing Ms. Dominguez’s appointment to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
There are no transactions that require disclosure under Item 404(a) of Regulation S-K regarding Ms. Dominguez.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: The following exhibits are furnished with this Current Report on Form 8-K:
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 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 Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| DOUGLAS EMMETT, INC. | |||||||||||
| Dated: | April 7, 2021 | By: | /s/ PETER D. SEYMOUR | ||||||||
| Peter D. Seymour | |||||||||||
| Chief Financial Officer | |||||||||||
