Current Report Filing (8-k)
January 06 2020 - 7:00AM
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): January 3, 2020
Innovative Industrial
Properties, Inc.
(Exact name
of registrant as specified in its charter)
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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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1389 Center
Drive, Suite 200
Park City, UT
84098
(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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¨
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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 ☐
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:
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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.
Approval
of Form of Restricted Stock Unit Award Agreement
On
January 3, 2020, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of
Innovative Industrial Properties, Inc. (the “Company”) adopted a form of Restricted Stock Unit Award Agreement (the
“RSU Agreement”) under the Company’s 2016 Omnibus Incentive Plan (the “Incentive Plan”).
The
RSU Agreement provides for the grant of restricted stock unit awards (“RSUs”) consisting of the right to receive, upon
the vesting date of such RSUs, one share of common stock of the Company for each vested RSU. RSUs generally will vest in equal
annual installments over the period specified for each award by the Board or a committee of the Board for the Company’s named
executive officers, and one year from the date of grant for the Company’s non-employee Board members. The vesting of the
RSUs is further subject to the executive officer’s or Board member’s continued employment or service through the vesting
date.
A copy of the
RSU Agreement is filed as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the RSU Agreement
is qualified in its entirety by reference to the full text of the RSU Agreement.
Executive
Compensation Decisions
On
January 3, 2020, the Committee adjusted the annual base salaries of the Company’s executive officers for 2020, determined
the executive officers’ year-end 2019 cash bonuses and granted executive officers awards of restricted shares of common stock
and RSUs. These salaries, bonuses and grants of restricted stock and RSUs are summarized in the following table:
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Name and Position
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2020 Base
Salary(1)
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2019 Year-
End Cash
Bonus
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RSU
Awards(2)
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Restricted
Stock
Awards(3)
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Alan Gold
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Executive Chairman
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$
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682,500
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$
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650,000
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15,978
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—
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Paul Smithers
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President and Chief Executive Officer
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420,000
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200,000
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10,653
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—
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Catherine Hastings
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Chief Financial Officer, Chief Accounting Officer and Treasurer
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246,750
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117,500
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7,323
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—
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Brian Wolfe
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Vice President, General Counsel and Secretary
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241,500
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115,000
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—
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6,657
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______________
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(1)
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Adjustments to the executive officers’ base salaries are effective as of January 1, 2020.
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(2)
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The RSUs vest ratably on each of January 1, 2021, January 1, 2022 and January 1, 2023
for each of Messrs. Gold and Smithers and Ms. Hastings, provided that he or she continues to be an employee of the Company or a
non-employee member of the Board on each such date. The RSUs were issued to each of Messrs. Gold and Smithers and Ms. Hastings
pursuant to an RSU Agreement under the Company’s Incentive Plan.
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(3)
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The restricted stock award vests ratably on each of January 1, 2021, January 1, 2022
and January 1, 2023 for Mr. Wolfe, provided that he continues to be an employee of the Company or a non-employee member of the
Board on each such date. The restricted stock award was issued to Mr. Wolfe pursuant to a Restricted Stock
Award Grant Notice and Restricted Stock Award Agreement (the “Restricted Stock Award Agreement”) under the Company’s
Incentive Plan.
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A copy of the
Restricted Stock Award Agreement is filed as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of
the Restricted Stock Award Agreement is qualified in its entirety by reference to the full text of the Restricted Stock Award Agreement.
Item 9.01 Financial Statements
and Exhibits.
______________
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(1)
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Incorporated by reference to Exhibit 10.2 to Innovative Industrial Properties, Inc.’s Registration Statement on Form
S-8 (File No. 333-214919), filed with the Securities and Exchange Commission on December 6, 2016.
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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.
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Date: January 6, 2020
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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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