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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): July 28, 2021

 

 

Pennsylvania Real Estate Investment Trust

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Pennsylvania   001-6300   23-6216339

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

One Commerce Square

2005 Market Street, Suite 1000

Philadelphia, Pennsylvania

  19103
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (215) 875-0700

(Former Name or Former Address, if Changed Since 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 (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 each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Shares of Beneficial Interest, par value $1.00 per share   PEI   New York Stock Exchange
Series B Preferred Shares, par value $0.01 per share   PEIPrB   New York Stock Exchange
Series C Preferred Shares, par value $0.01 per share   PEIPrC   New York Stock Exchange
Series D Preferred Shares, par value $0.01 per share   PEIPrD   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 provided 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 July 28, 2021, Pennsylvania Real Estate Investment Trust (the “Trust”) and Mario C. Ventresca, Jr., the Trust’s Executive Vice President and Chief Financial Officer, entered into an Amendment (the “Amendment”) to the Employment Agreement, dated as of January 1, 2020, between Mr. Ventresca and the Trust (the “Existing Employment Agreement”).

Pursuant to the Amendment, Mr. Ventresca’s annual base salary, which is currently $490,000, will be increased to $530,000, effective January 1, 2022. Additionally, the Amendment reflects the termination of Mr. Ventresca’s nonqualified supplemental retirement plan (the “Plan”). As a result of the termination, the Trust expects to pay out Mr. Ventresca’s account balance under the Plan during 2022. Interest will continue to accrue on the account balance at a rate of ten percent per annum until the date of payment.

The other terms of Mr. Ventresca’s Existing Employment Agreement, which was filed as Exhibit 99.1 to the Trust’s Current Report on Form 8-K/A filed on March 9, 2020, remain unchanged by the Amendment, and will continue in full force and effect. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)     Exhibits

 

Exhibit Number

  

Exhibit Description

10.1+    Amendment to Employment Agreement with Mario C. Ventresca, Jr., dated as of July 28, 2021.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

+ 

Management contract or compensatory plan or arrangement.

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.

 

    PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Date: August 2, 2021     By:  

/s/ Lisa M. Most

      Lisa M. Most
      Executive Vice President, Secretary and General Counsel
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