Document

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 6, 2020

EASTGROUP PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)



Maryland	1-07094	13-2711135
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 W. Parkway Place, Suite 100, Ridgeland, MS 39157

(Address of Principal Executive Offices, including zip code)

(601) 354-3555

(Registrant’s telephone number, including area code)

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
Common stock, $0.0001 par value per share	EGP	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. ☐

Page 1 of 3 Pages


Item 5.02	Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 6, 2020, the Board of Directors (the “Board”) of EastGroup Properties, Inc. (the “Company”) increased the size of the Board from nine to ten directors and appointed Katherine M. Sandstrom to the Board as an independent director to fill the vacancy resulting from such increase, each effective as of July 6, 2020. In addition, the Board appointed Ms. Sandstrom to the Audit Committee of the Board, also effective as of July 6, 2020.

The Company intends to enter into an indemnification agreement with Ms. Sandstrom in connection with her appointment to the Board, which will contain provisions that may require the Company to, among other things: indemnify Ms. Sandstrom against liabilities that may arise by reason of her status or service as a director to the fullest extent permitted under Maryland law and the Company’s bylaws and articles of incorporation, and advance Ms. Sandstrom’s expenses incurred as a result of any proceeding against her as to which she could be indemnified. The foregoing description is only a summary of, and is qualified in its entirety by reference to, the indemnification agreement, which the Company will file with its next periodic report. There are no arrangements or understandings between Ms. Sandstrom and any other persons pursuant to which Ms. Sandstrom was appointed a director of the Company. There are no transactions in which Ms. Sandstrom has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Upon her appointment to the Board and Audit Committee, Ms. Sandstrom became entitled to a pro-rated portion of the Company’s non-employee director cash and equity compensation and Audit Committee member cash retainer for her service from July 6, 2020 through the date of the Company’s next annual meeting of shareholders, subject to continued service in such capacities. Non-employee directors receive an annual cash retainer of $50,000 and a grant of common stock of the Company with a fair market value equal to $100,000, and, for service on the Audit Committee, an annual cash retainer of $10,000. Ms. Sandstrom will also receive an initial grant of restricted stock with a fair market value equal to $25,000. The restricted shares will vest over a four-year period, subject to her continuous service on the Board on each applicable vesting date.

Item 7.01 Regulation FD Disclosure.

On July 8, 2020, the Company issued a press release announcing the appointment of Ms. Sandstrom to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.		Description

99.1		Press release dated July 8, 2020.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Page 2 of 3 Pages

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: July 8, 2020



	EASTGROUP PROPERTIES, INC.

	By: /s/ BRENT W. WOOD
	Brent W. Wood Executive Vice President, Chief Financial Officer and Treasurer

Page 3 of 3 Pages



	Exhibit 99.1


	Contact:
	Marshall Loeb, President and CEO
	Brent Wood, CFO
EastGroup Properties	Staci Tyler, CAO
EastGroup Properties	(601) 354-3555
Announces New Director and Governance Actions
Announces New Director and Governance Actions

JACKSON, MISSISSIPPI, July 8, 2020 -- EastGroup Properties (NYSE:EGP) today announced three significant actions relating to its corporate governance, including refreshment of its board of directors and committee chairs, and changes to its independent director compensation policy.

Addition of Katherine M. Sandstrom to Board of Directors

Katherine M. Sandstrom has been appointed to the EastGroup Properties board of directors effective July 6, 2020, and will serve on its audit committee. Ms. Sandstrom’s appointment expands the Company’s board to ten directors, seven of whom are independent.

Ms. Sandstrom, age 51, has served as independent director for Healthpeak Properties since 2018. She previously served in several roles at Heitman LLC, most notably as senior managing director and as global head of Heitman LLC’s Public Real Estate Securities business. After joining Heitman in 1996, she held several senior leadership positions across multiple facets of the institutional real estate investment industry. Additionally, Ms. Sandstrom served on the firm’s global management committee, the board of managers and the allocation committee. Ms. Sandstrom is a certified public accountant, and EastGroup Properties’ board of directors has designated Ms. Sandstrom as an audit committee financial expert under the U.S. Securities and Exchange Commission (the “SEC”) rules and regulations and has determined that she has accounting and related financial management expertise within the meaning of the listing standards of the New York Stock Exchange.

EastGroup Properties Chairman of the Board David H. Hoster, II commented, “We are very excited to add Kathy to our board. She is a seasoned executive with an extensive background working for a leading, global real estate management firm. Kathy brings deep industry experience and financial expertise to EastGroup’s board, its executive team and our shareholders. The board has a strong commitment to refreshment and governance, and we are very pleased to add an independent director with the caliber of Kathy.”

“I’ve known of EastGroup Properties and admired the organization for many years, and so am absolutely thrilled to be joining the board,” said Ms. Sandstrom. “I look forward to working with my board colleagues as well as with EastGroup’s executive team, as together we endeavor to achieve sustainable success and shareholder value.”

Updates to Board and Committee Compensation Structure and Committee Chair Appointments

As part of a commitment to continuous review and improvement of governance practices, the EastGroup Properties board of directors has adopted and implemented two additional changes.

400 W. Parkway Place, Suite 100, Ridgeland, MS 39157 | TEL: 601-354-3555 | FAX: 601-352-1441 | EastGroup.net

First, earlier this year, the compensation committee voted to recommend to the board of directors a new director compensation structure. The full board approved this new structure at a recent meeting, and the changes became effective on May 21, 2020, in conjunction with EastGroup Properties’ annual shareholder meeting.

Previously, all directors received a cash retainer, equity retainer, and meeting fees for service on the board. Directors serving on committees also received meeting fees for each committee meeting. Under the new structure, directors receive only a cash retainer and equity retainer, and committee members receive only a cash retainer for their service on a committee.

Second, in May 2020, the board appointed new chairs to its standing committees. The new committee chairs, which were also announced through a Form 8-K filed with the SEC on May 27, 2020, are: Ms. Mary E. McCormick, audit committee; Mr. H. Eric Bolton, Jr, compensation committee; and Mr. D. Pike Aloian, nominating and corporate governance committee.

“As a board, we commit to continuous review of our governance framework to ensure that we keep current with well-accepted governance practices,” said Mr. Hoster. “We recognized that changes to our compensation structure, as well as rotation of committee chairs, needed to occur to maintain best practices. I continue to be very proud of the entire board’s commitment to ensuring that we do what is right for the company and our shareholders in the long-term.”

Marshall A. Loeb, EastGroup Properties’ President and Chief Executive Officer commented, “I welcome Kathy as a director and know she will bring great energy and diversity of thought to an already-experienced board. As a board member, I, too, am proud of our ability to identify and adopt necessary changes in governance practices. This reflects our commitment to continuous improvement and recognizes valuable shareholder feedback, all with a goal of continually building long-term value for our stakeholders.”

About EastGroup Properties

EastGroup Properties, Inc., an S&P Mid-Cap 400 company, is a self-administered equity real estate investment trust focused on the development, acquisition and operation of industrial properties in major Sunbelt markets throughout the United States with an emphasis in the states of Florida, Texas, Arizona, California and North Carolina. The company's goal is to maximize shareholder value by being a leading provider in its markets of functional, flexible and quality business distribution space for location sensitive customers (primarily in the 15,000 to 70,000 square foot range). The company's strategy for growth is based on ownership of premier distribution facilities generally clustered near major transportation features in supply-constrained submarkets. EastGroup Properties' portfolio, including development projects and value-add acquisitions in lease-up and under construction, currently includes approximately 46 million square feet. EastGroup Properties, Inc. press releases are available at www.eastgroup.net.

400 W. Parkway Place, Suite 100, Ridgeland, MS 39157 | TEL: 601-354-3555 | FAX: 601-352-1441 | EastGroup.net

Cover Page	Jul. 08, 2020
Cover [Abstract]
Entity Central Index Key	0000049600
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	EGP
Written Communications	false
Entity Incorporation, State or Country Code	MD
Document Type	8-K
Document Period End Date	Jul. 06, 2020
Entity Registrant Name	EASTGROUP PROPERTIES, INC
Entity Address, Address Line One	400 W. Parkway Place, Suite 100
Entity Address, City or Town	Ridgeland
Entity Address, State or Province	MS
Entity Address, Postal Zip Code	39157
City Area Code	601
Local Phone Number	354-3555
Entity File Number	1-07094
Entity Tax Identification Number	13-2711135
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Emerging Growth Company	false
Security Exchange Name	NYSE
Amendment Flag	false