UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 April 20, 2021, following the Annual Meeting of Shareholders, the Board of Directors (the “Board”) of PS Business Parks, Inc. (the “Company”) increased the size of the Board to eleven directors and elected Dan “Mac” Chandler, III and Irene H. Oh to serve as directors of the Company effective April 20, 2021. The Board appointed Mr. Chandler to serve on the Capital Committee and Ms. Oh to serve on the Nominating and Corporate Governance Committee and the Audit Committee.
Mr. Chandler has served as the Company’s President and Chief Executive Officer since April 5, 2021. He joined the Company from Regency Centers Corporation (NASDAQ:REG). As previously disclosed, in connection with his appointment as President and Chief Executive Officer, the Company had agreed to appoint Mr. Chandler to the Board.
Ms. Oh has served as Executive Vice President and Chief Financial Officer of East West Bancorp, Inc. and East West Bank (NASDAQ: EWBC) (“East West”), a bank holding company that operates over 120 locations in the U.S. and Greater China, since January 2010. She held various leadership roles at East West Bancorp since joining in 2004. Prior to joining East West, Ms. Oh held positions at Deloitte and Goldman Sachs. Ms. Oh serves on the board and the audit committee of the United Way Greater Los Angeles.
Ms. Oh holds a Bachelor of Arts in Art from California State University, Los Angeles and a Master of Accounting from University of Southern California and is a certified public accountant.
Ms. Oh will receive compensation consistent with that received by the Company’s other non-employee directors, as disclosed in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on March 19, 2021.
The Company previously entered into an indemnification agreement with Mr. Chandler in connection with his appointment as President and Chief Executive Officer and will enter into an indemnification agreement with Ms. Oh (the “Indemnification Agreement”) similar to the indemnification agreement entered into with all other members of the Board. The Indemnification Agreement provides for the indemnification by the Company for certain liabilities and expenses incurred as a result of actions brought, or threatened to be brought, against Mr. Chandler and Ms. Oh in connection with their status or service as a member of the Board and for the Company to advance expenses incurred as a result of any proceeding for which they may be entitled to indemnification. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement filed as Exhibit 10.4 to the Company’s Form 10-K, which was filed with the Securities and Exchange Commission on February 23, 2021.
There are no arrangements or understandings between the new directors and any person pursuant to which Ms. Oh was elected as a director. There are no transactions in which Mr. Chandler or Ms. Oh had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
On April 22, 2021, the Company issued a press release announcing the election of Mr. Chandler and Ms. Oh to the Board. A copy of this press release is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. |
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99.1 | Press release dated April 22, 2021 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
PS BUSINESS PARKS, INC.
Date: April 22, 2021 | ||
By: | /s/ Jeffrey D. Hedges | |
Jeffrey D. Hedges | ||
Chief Financial Officer |