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): April 5, 2022

PS BUSINESS PARKS, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-10709	95-4300881
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS. Employer Identification No.)

701 Western Avenue, Glendale, California	91201-2349
(Address of principal executive offices)	(Zip Code)

(818) 244-8080

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication 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 Class	Trading Symbol	Name of exchange on which registered
Common Stock, $0.01 par value per share	PSB	New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.250% Cum Pref Share, Series X, $0.01 par value	PSBPrX	New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.200% Cum Pref Share, Series Y, $0.01 par value	PSBPrY	New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.875% Cum Pref Share, Series Z, $0.01 par value	PSBPrZ	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).

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 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

On April 5, 2022, Stephen W. Wilson, age 65, was appointed as the President and Chief Executive Officer of PS Business Parks, Inc. (the “Company”), effective immediately. Mr. Wilson has been serving as interim President and Chief Executive Officer since January 17, 2022. Mr. Wilson has been a director of the Company since July 2019 and will continue to serve as a director.

Mr. Wilson was Executive Vice President—Development of AvalonBay Communities, Inc. (NYSE: AVB) (“AvalonBay”), a real estate investment trust that develops, redevelops, acquires, and manages multifamily communities in the United States, from 2014 until his retirement in 2019. Prior to that role, Mr. Wilson held various senior leadership positions and was responsible for development activities on the West Coast and Mid-Atlantic at AvalonBay. Mr. Wilson is a member of the Urban Land Institute, former chair of the ULI Transit Oriented Development Council, and a member of The American Institute of Certified Public Accountants. Mr. Wilson received his B.A. in Business Administration (Accounting) from Washington State University.

Mr. Wilson is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K and does not have family relationships that would require disclosure under Item 401(d) of Regulation S-K.

Item 7.01. Regulation FD Disclosure

On April 5, 2022, the Company issued a press release announcing Mr. Wilson’s appointment. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K and the information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1	Press release dated April 5, 2022.
Exhibit 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 hereunto duly authorized.

	PS BUSINESS PARKS, INC.
	By:	/s/ Adeel Khan
Date: April 5, 2022		Adeel Khan Chief Financial Officer

EX-99.1

Exhibit 99.1

News Release

PS Business Parks, Inc.

701 Western Avenue

Glendale, CA 91201-2349

psbusinessparks.com

PS Business Parks, Inc. Names Stephen W. Wilson as President and Chief Executive Officer

GLENDALE, California, April 5, 2022—PS Business Parks, Inc. (NYSE:PSB) (the “Company”) announced today that Stephen W. Wilson has been appointed as the Company’s President and Chief Executive Officer, effective immediately. Mr. Wilson has been serving as interim President and Chief Executive Officer since January 17, 2022. Mr. Wilson has been a director of the Company since July 2019 and will continue to serve as a director.

Mr. Wilson was Executive Vice President—Development of AvalonBay Communities, Inc. (NYSE: AVB) (“AvalonBay”), a real estate investment trust that develops, redevelops, acquires, and manages multifamily communities in the United States, from 2014 until his retirement in 2019. Prior to that role, Mr. Wilson held various senior leadership positions and was responsible for development activities on the West Coast and Mid-Atlantic at AvalonBay. Mr. Wilson is a member of the Urban Land Institute, former chair of the ULI Transit Oriented Development Council, and a member of The American Institute of Certified Public Accountants. Mr. Wilson received his B.A. in Business Administration (Accounting) from Washington State University.

Ronald L. Havner, Jr., the Chairman of the Board of Directors, said, “On behalf of the Board, we are excited to welcome Steve as our permanent President and Chief Executive Officer. During his time as a director and as our interim President and Chief Executive Officer, Steve has demonstrated a deep understanding of the Company and its strategy and brings extensive REIT management experience and real estate expertise from his more than 21 years at AvalonBay. We look forward to continuing to work with Steve to capitalize on the many opportunities ahead of us.”

Mr. Wilson said, “I am looking forward to continuing to work with our Board of Directors and senior management team to serve our customers and create long-term value for our stakeholders through the execution of our strategic plan.”

Company Information

PS Business Parks, Inc. (NYSE:PSB), a S&P MidCap 400 company, is a REIT that acquires, develops, owns, and operates commercial properties, predominantly multi-tenant industrial, industrial-flex, and low-rise suburban office space. Located primarily in major coastal markets, PS Business Parks’ 97 properties serve approximately 5,000 tenants in 28 million square feet of space as of December 31, 2021. The portfolio also includes 800 residential units (including units in-process).

Forward-Looking Statements

When used within this press release, the words “may,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” “intends,” and similar expressions are intended to identify “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results and performance of the Company to be materially different from those expressed or implied in the forward-looking statements, including but not limited to: (i) the duration and severity of the COVID-19 pandemic and its impact on our business and our customers; (ii) changes in general economic and business conditions, including as a result of the economic fallout of the COVID-19 pandemic; (iii) potential regulatory actions to close our facilities or limit our ability to evict delinquent customers; (iv) decreases in rental rates or increases in vacancy rates/failure to renew or replace expiring leases; (v) tenant defaults; (vi) the effect of the recent credit and financial market conditions; (vii) our failure to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended; (viii) the economic health of our customers; (ix) the health of our officers and directors; (x) increases in operating costs; (xi) casualties to our properties not covered by insurance; (xii) the availability and cost of capital; (xiii) increases in interest rates and its effect on our stock price; (xiv) security breaches, including ransomware, or a failure of our networks, systems, or technology which could adversely impact our operations or our business, customer, and employee relationships or result in fraudulent payments; (xv) the impact of inflation; and (xvi) other factors discussed in the Company’s SEC reports, including quarterly reports on Form 10-Q, reports on Form 8-K, and annual reports on Form 10-K.

Additional information about PS Business Parks, Inc. is available on the Company’s website, which can be found at psbusinessparks.com.

Contact:

Investor Relations:

Adeel Khan

(818) 244-8080, Ext 8975

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XML

Document and Entity Information	Apr. 05, 2022
Document And Entity Information [Line Items]
Entity Registrant Name	PS BUSINESS PARKS, INC./MD
Amendment Flag	false
Entity Central Index Key	0000866368
Document Type	8-K
Document Period End Date	Apr. 05, 2022
Entity Incorporation State Country Code	MD
Entity File Number	001-10709
Entity Tax Identification Number	95-4300881
Entity Address, Address Line One	701 Western Avenue
Entity Address, City or Town	Glendale
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91201-2349
City Area Code	(818)
Local Phone Number	244-8080
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	PSB
Security Exchange Name	NYSE
Depositary Shares Each Representing 11000 Of A 5.250 Cum Pref Share Series X 0.01 Par Value [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares Each Representing 1/1,000 of a 5.250% Cum Pref Share, Series X, $0.01 par value
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Security Exchange Name	NYSE
Depositary Shares Each Representing 11000 Of A 5.200 Cum Pref Share Series Y 0.01 Par Value [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares Each Representing 1/1,000 of a 5.200% Cum Pref Share, Series Y, $0.01 par value
Trading Symbol	PSBPrY
Security Exchange Name	NYSE
Depositary Shares Each Representing 11000 Of A 4.875 Cum Pref Share Series Z 0.01 Par Value [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares Each Representing 1/1,000 of a 4.875% Cum Pref Share, Series Z, $0.01 par value
Trading Symbol	PSBPrZ
Security Exchange Name	NYSE