8-K

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): March 30, 2022

Douglas Emmett, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:    (310) 255-7700

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):

☐ 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:

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 March 30, 2022, Johnese M. Spisso informed Douglas Emmett, Inc. (the “Company”) that she would not stand for re-election as a director of the Company. Ms. Spisso’s term will end at the conclusion of the annual meeting of shareholders currently scheduled to be held on May 26, 2022 (the “Annual Meeting”). Ms. Spisso informed the Company that her decision was not the result of any disagreement with the Company's management or its board of directors (the “Board”).

Effective April 1, 2022, the Board elected Ms. Shirley Wang and Mr. Ray C. Leonard as members of the Board with a term ending as of the Company’s Annual Meeting. In connection with Ms. Wang’s and Mr. Leonard’s election, the size of the Board was increased from 10 to 12. Following the conclusion of the Annual Meeting, the Board currently anticipates reducing the size of the Board from 12 to 11 directors in light of Ms. Spisso’s decision not to stand for re-election.

The Board has determined that each of Ms. Wang and Mr. Leonard is independent within the meaning of the New York Stock Exchange’s director independence standards. Board committee assignments for Ms. Wang and Mr. Leonard will be determined at a later time. In connection with their appointments, Ms. Wang and Mr. Leonard are eligible to participate in the Company's compensation programs for non-employee directors approved by the Nominating and Corporate Governance Committee of the Board, as disclosed in the Company’s most recent proxy statement, as in effect from time to time. Pursuant to these programs as currently applicable, Ms. Wang and Mr. Leonard will each receive an annual retainer of $220,000 payable in long term incentive plan units (“LTIPs”), under the Company’s 2016 Omnibus Stock Incentive Plan, prorated for the shortened period of service through the date of the Annual Meeting.

A copy of the press release announcing Ms. Wang’s and Mr. Leonard’s appointments to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

There are no transactions that require disclosure under Item 404(a) of Regulation S-K regarding either Ms. Wang or Mr. Leonard.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits: The following exhibits are furnished with this Current Report on Form 8-K:

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 thereunto duly authorized.

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Mr. Ray Leonard & Ms. Shirley Wang

Elected as Directors of Douglas Emmett

SANTA MONICA, California – April 1, 2022 – Douglas Emmett, Inc. (NYSE:DEI), a real estate investment trust (REIT), today announced that Mr. Ray Leonard and Ms. Shirley Wang have been elected to its Board of Directors.

Mr. Leonard is a legendary boxer, philanthropist, bestselling author, television personality, and ringside commentator. Since 2013 he has served as President of the Sugar Ray Leonard Foundation which is committed to funding pediatric diabetes research and helping children live healthier lives. As a prominent and respected figure, Mr. Leonard has done commercial endorsements for numerous companies and appeared in numerous television shows and movies. For over 20 years, he has also been in demand as a motivational speaker. His boxing career includes an Olympic Gold Medal in 1976, six world titles in five weight classes and induction into the International Boxing Hall of Fame.

Ms. Wang is the founder of Plastpro Inc., a fiberglass door manufacturing company, and has served as its Chief Executive Officer since 1994. Prior to her career as an entrepreneur, Ms. Wang held executive and sales positions at Citicorp and J. Walter Thompson Advertising. Ms. Wang is on the board of Preferred Bank, a NASDAQ listed corporate bank and serves as a trustee on the Columbia University Board of Trustees. Ms. Wang holds a bachelor's degree from the University of California Los Angeles and a Masters of Business Administration from Columbia University.

About Douglas Emmett, Inc.

Douglas Emmett, Inc. (DEI) is a fully integrated, self-administered and self-managed real estate investment trust (REIT), and one of the largest owners and operators of high-quality office and multifamily properties located in the premier coastal submarkets of Los Angeles and Honolulu.  Douglas Emmett focuses on owning and acquiring a substantial share of top-tier office properties and premier multifamily communities in neighborhoods that possess significant supply constraints, high-end executive housing and key lifestyle amenities.  For more information about Douglas Emmett, please visit our website at www.douglasemmett.com.

Safe Harbor Statement

Except for the historical facts, the statements in this press release regarding Douglas Emmett’s business activities are forward-looking statements based on the beliefs of, assumptions made by, and information currently available to us about known and unknown risks, trends, uncertainties and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements to anticipate future results or trends. For a discussion of some of the risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission.