Current Report Filing (8-k)
November 18 2019 - 4:32PM
Edgar (US Regulatory)
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): November 18, 2019
Innovative
Industrial Properties, Inc.
(Exact name
of registrant as specified in its charter)
Maryland
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001-37949
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81-2963381
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(State or Other Jurisdiction
of
Incorporation)
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(Commission
File No.)
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(I.R.S. Employer
Identification
No.)
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11440 West Bernardo
Court, Suite 220
San Diego, California
92127
(Address of
principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (858) 997-3332
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):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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 x
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. ¨
Securities Registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common Stock, par value $0.001 per share
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IIPR
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New York Stock Exchange
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Series A Preferred Stock, par value $0.001 per
share
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IIPR-PA
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New York Stock Exchange
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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.
On
November 18, 2019, Innovative Industrial Properties, Inc. (the “Company”) adopted the Innovative Industrial Properties,
Inc. Nonqualified Deferred Compensation Plan (the “Plan”).
The
Plan will allow a select group of management and the Company’s non-employee directors to defer receiving certain
of their cash and equity-based compensation. Participants in the Plan who are employees may defer up to 80% of their annual base
salaries and all or a portion of their annual cash bonuses. Participants who are non-employee directors may defer all
or a portion of their directors’ fees in cash.
In
addition, employee and non-employee director participants may defer all or a portion of any restricted equity awards that they
receive under the Company’s 2016 Omnibus Incentive Plan (or any successor equity plan) subject to certain restrictions. Dividends
paid on deferred equity awards will be paid out in cash directly to the participant and will not be deferred under the Plan. The
Plan permits discretionary contributions by the Company.
Generally,
distributions under the Plan will be paid upon the earlier of separation from service for any reason (including death and retirement)
and a date designated by the participant. Distributions upon a separation from service other than due to death may be paid either
(1) as a lump sum payment or (2) in annual installments over up to a ten year period. In-service distributions may be
paid either (x) as a lump sum payment or (y) in annual installments over a five-year period. A distribution due to death before
commencement of payments will be paid in a lump sum.
The
participants’ elective deferrals and any earnings on the deemed investment of such deferrals are 100% vested immediately.
Any Company contributions are subject to vesting after three years of service. The Company expects to pay all of the administrative
costs of the Plan, which will be administered by the Plan Committee, except to the extent the administration of the Plan impacts
the compensation of the Company’s executive officers, in which case the Plan will be administered by the Compensation Committee
of the Company’s Board of Directors.
The
Company anticipates establishing a rabbi trust in connection with the Plan. The Company expects that assets in the trust will be
subject to the claims of the Company’s general creditors in the event of bankruptcy or other insolvency. No assets will be
placed into an account in the name of any participant. An account in the Plan will not give a participant any interest in the Company’s
assets or a right to payment other than as provided in the Plan.
The
foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the complete
text of the Plan, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Item 9.01 Financial Statements
and Exhibits.
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.
Date: November 18, 2019
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INNOVATIVE INDUSTRIAL PROPERTIES, INC.
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By:
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/s/ Catherine Hastings
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Name:
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Catherine Hastings
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Title:
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Chief Financial Officer, Chief Accounting Officer and Treasurer
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