UNITED STATES
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously disclosed, on January 18, 2022, PS Business Parks, Inc. (the “Company”) announced that the Company’s Board of Directors (the “Board”) had appointed Stephen W. Wilson to serve as interim President and Chief Executive Officer and Maria R. Hawthorne to serve as interim Chief Operating Officer. Mr. Wilson and Ms. Hawthorne served as directors at the time of their appointment and will continue to serve as directors.
On February 4, 2022, the Compensation Committee of the Board approved compensatory arrangements for their service as interim officers. Mr. Wilson and Ms. Hawthorne will each receive a monthly salary of $100,000, effective as of January 17, 2022, and will have the option to take up to 50% of their salary in unrestricted shares of common stock of the Company. The Company will also grant Mr. Wilson and Ms. Hawthorne an option to purchase 2,000 shares of common stock with an exercise price equal to the closing price of the Company’s common stock on the grant date. The option award will vest in five equal installments beginning one year from the date of grant. The Compensation Committee, in its sole discretion, may award Mr. Wilson and Ms. Hawthorne additional compensation at the conclusion of their service as interim officers.
During their service as interim officers, Mr. Wilson and Ms. Hawthorne will not be entitled to the Board compensation paid to non-employee directors. The stock option and deferred stock units received by Mr. Wilson at the time of his original appointment to the Board in 2019 will continue to vest during his term as an interim officer.
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.
PS BUSINESS PARKS, INC. | ||||
By: | /s/ Adeel Khan | |||
Adeel Khan | ||||
Date: February 9, 2022 | Executive Vice President, Chief Financial Officer and Secretary |
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