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): January 18, 2022

CENTERSPACE

(Exact name of Registrant as specified in its charter)

North Dakota	001-35624	45-0311232
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3100 10th Street SW, Post Office Box 1988, Minot, ND 58702-1988

(Address of principal executive offices) (Zip code)

(701) 837-4738

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed from 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

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest, no par value	CSR	New York Stock Exchange
Series C Cumulative Redeemable Preferred Shares	CSR -PRC	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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Jones-Tyson as a Trustee. The Board has determined that Mr. Jones-Tyson is independent for purposes of serving on the Board under the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange. Mr. Jones-Tyson brings with him over 30 years of experience in the financial services industry. He is currently the Global Chief Human Resources Officer for Robert W. Baird & Co. (“Baird”) and has previously held positions at Baird as Chief Risk Officer (2018-2021), Chief Operating Officer for Baird’s Global Investment Banking Group (2011-2018), and Director of Business Development (2008-2011). He holds an M.BA. from the University of Chicago Booth School of Business and a Bachelor’s degree from the University of Maryland - College Park.

Mr. Jones-Tyson will receive cash and equity compensation as an outside Trustee of the Company under the Trustee compensation policies adopted by the Board from time to time. There are no arrangements or understandings between Mr. Jones-Tyson and any other person, pursuant to which he was selected as a Trustee. There are no transactions with Mr. Jones-Tyson that would require disclosure under Item 404(a) of Regulation S-K.

Also effective January 18, 2022, the Board appointed John Schissel, a current Trustee, as the Chair of the Board to succeed Jeff Caira, the current Chair. Mr. Caira will cease as Chair, but will continue to serve as a Trustee.

In connection with the previously disclosed KMS acquisition, Robert Levine, a principal of KMS Management, was granted certain non-voting Board observation rights. Pursuant to a certain Board Observer Agreement between the Company and Mr. Levine, which contains customary terms, including confidentiality and indemnification, Mr. Levine will begin attending meetings of the Board January 18, 2022.

Item 7.01 Regulation FD Disclosure.

On January 18, 2022, the Company issued a press release announcing the matters described under Item 5.02 of this Current Report on Form 8-K. Pursuant to Item 7.01 of Form 8-K, a copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 and Item 9.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

ITEM 9.01    Financial Statements and Exhibits

(d)Exhibits

Exhibit
Number	Description
99.1	Press Release, dated January 18, 2022
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document.

SIGNATURE

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.

	Centerspace
	By	/s/ Mark O. Decker, Jr.
		Mark O. Decker, Jr.
Date: January 18, 2022		President and Chief Executive Officer

EX-99.1

FOR IMMEDIATE RELEASE     Contact Information

Emily Miller, Investor Relations

Phone : (701) 837-7104

E-mail : IR@centerspacehomes.com

CENTERSPACE ANNOUNCES BOARD OF TRUSTEES APPOINTMENTS

MINNEAPOLIS, MN, January 18, 2022 – Centerspace (NYSE: CSR) announced today the appointment of Rodney Jones-Tyson as Trustee, the addition of Bob Levine as a non-voting observer to the Board of Trustees (“Board”) and the transition of John Schissel to Chair of the Board.

“We are pleased to welcome Rodney and Bob to the Board of Centerspace in their respective capacities. I am also excited to work with John as Chair,” said Centerspace President and CEO Mark Decker, Jr.

“Rodney brings significant experience from his roles at Baird and his perspective will be invaluable as we look to continue to successfully scale the Company in the coming years, particularly as we work to extend our efforts to be a great place to work and align our team around our mission” Decker continued. “In addition, it has been a pleasure getting to work with Bob through our recent acquisition of the KMS portfolio. His insights into the Minneapolis multifamily market will be particularly helpful as we execute on the integration of KMS and continue to seek new opportunities in the market.”

Mr. Schissel succeeds Jeff Caira as Chair who will remain on the Board after serving as Chair for the past four and a half years.

“I am honored to take on the role as Chair and want to thank Jeff for his leadership during the successful transformation of Centerspace from a diversified REIT to a growing, focused housing company,” said John Schissel, “I am also extremely privileged to be able to work with the exceptional management team at Centerspace that developed and executed on the transition strategy, as well as, my fellow Trustees who have all contributed to Centerspace’s many successes in recent years. We believe there are many more opportunities for the Company to continue to distinguish itself in the years ahead.”

Mr. Jones-Tyson has over 30 years of experience working for global financial services companies and is currently the Global Chief Human Resources Officer for Baird, a privately held, employee-owned wealth management, asset management, investment banking/capital markets and private equity firm with offices in the United States, Europe and Asia.  Prior to his current position, Mr. Jones-Tyson was Baird’s Chief Risk Officer from 2018-2021, the Chief Operating Officer for Baird’s Global Investment Banking Group from 2011-2018 and the Director of Business Development for Baird from 2008-2011.  Mr. Jones-Tyson began his career at Baird in 1998 as an investment banker where he provided mergers and acquisition and equity capital markets advice to mid-market companies in the US and Europe.  Prior to joining Baird, Mr. Jones-Tyson was in the consumer and corporate lending groups at Chase Manhattan Bank and Citibank.  In the community, Mr. Jones-Tyson is the board chair of the Foundation for Homan Square and is a current board member and former board chair of IFF, the largest non-profit Community Development Financial Institution in the Midwest.  Mr. Jones-Tyson received his MBA from the University of Chicago Booth School of Business and earned a Bachelor's degree in Finance from the University of Maryland.

Mr. Levine has over 40 years of experience in the real estate industry. Mr. Levine currently holds the position of President and CEO of KMS Management Inc. which acquires, redevelops, and manages apartment communities. Early in his career, Mr. Levine was involved in the redevelopment of historic commercial properties, converting them to senior housing. Prior to the real estate business, Mr. Levine spent over 5 years at Honeywell as a National Marking Manager in their Building Control Division. Mr. Levine holds a Bachelor of Science degree in Industrial Engineering from the University of Wisconsin, Madison. Mr. Levine is a past president of the Minnesota Multi-Housing Association, and a Certified Property Manager (CPM®) and member of the Institute of Real Estate Management.

About Centerspace

Centerspace is an owner and operator of apartment communities committed to providing great homes by focusing on integrity and serving others. Founded in 1970, the company currently owns 83 apartment communities consisting of 14,718 homes located in Colorado, Minnesota, Montana, Nebraska, North Dakota, and South Dakota. Centerspace was named a Top Workplace for 2021 by the Minneapolis Star Tribune. For more information, please visit www.centerspacehomes.com.

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If you would like more information about this topic, please contact Emily Miller, Investor Relations, at (701) 837-7104 or IR@centerspacehomes.com.