SECURITIES AND EXCHANGE COMMISSION
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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.
(d) On January 26, 2021, the Board of Directors (the “Board”) of Stratus Properties Inc. (“Stratus”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved an increase in the size of the Board from six directors to seven directors and appointed Kate B. Henriksen to serve as a Class III director of the Board, effective immediately. Ms. Henriksen was also appointed as a member of the Nominating and Corporate Governance Committee and the Compensation Committee of the Board. As a Class III director, Ms. Henriksen will serve until Stratus’ 2022 annual meeting of stockholders and until her successor is duly elected and qualified.
The Board determined that Ms. Henriksen is independent pursuant to the director independence standards established under the NASDAQ Stock Market listing rules and Stratus’ Corporate Governance Guidelines, and that she meets the additional requirements for service on Stratus’ Compensation Committee. The Board now consists of seven directors, six of whom are independent. There is no arrangement or understanding between Ms. Henriksen and any other person pursuant to which Ms. Henriksen was selected as a director. There are no transactions involving Stratus and Ms. Henriksen that Stratus would be required to report under Item 404(a) of Regulation S-K.
Ms. Henriksen will receive compensation for her Board and committee service in accordance with Stratus’ standard compensation arrangements for non-employee directors, which are described in Stratus’ definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 3, 2020 under the heading “Director Compensation.” With respect to the equity-based component of Stratus’ non-employee director compensation arrangements, on January 26, 2021, Stratus approved a grant of restricted stock units to Ms. Henriksen with a pro-rated target grant date value of $27,000, with the number of restricted stock units determined based on the closing stock price of Stratus’ common stock on January 26, 2021. The restricted stock units will vest ratably over four years beginning on September 1, 2021.
Stratus’ current Class II directors, with terms expiring at the 2021 annual meeting of stockholders and until their successors are elected and qualified, are Neville L. Rhone, Jr. and James C. Leslie. Stratus’ current Class III directors, with terms expiring at the 2022 annual meeting of stockholders and until their successors are elected and qualified, are Kate B. Henriksen, Charles W. Porter and William H. Armstrong III. Stratus’ current Class I directors, with terms expiring at the 2023 annual meeting of stockholders and until their successors are elected and qualified, are James E. Joseph and Michael D. Madden.
Item 8.01. Other Events.
Stratus issued a press release dated January 27, 2021 announcing the appointment of Kate B. Henriksen to the Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
|99.1||Press release dated January 27, 2021, titled “Stratus Properties Inc. Announces Appointment of Kate B. Henriksen to its Board of Directors.”|
|104||The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.|
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.
|Stratus Properties Inc.|
|Erin D. Pickens|
|Senior Vice President and Chief Financial Officer|
|(authorized signatory and Principal Financial Officer)|
Date: January 27, 2021