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): February 1, 2022

EASTGROUP PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

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 (see General Instruction A.2. below):

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).

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. ☐

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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 February 1, 2022, the Board of Directors (the “Board”) of EastGroup Properties, Inc. (the “Company”) increased the size of the Board from eight to nine directors and appointed David M. Fields to the Board as an independent director to fill the vacancy resulting from such increase, each effective as of February 1, 2022. In addition, the Board appointed Mr. Fields to the Compensation Committee of the Board, also effective as of February 1, 2022.

The Company intends to enter into an indemnification agreement with Mr. Fields in connection with his appointment to the Board, which will contain provisions that may require the Company to, among other things: indemnify Mr. Fields against liabilities that may arise by reason of his 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 Mr. Fields’ expenses incurred as a result of any proceeding against him as to which he could be indemnified. The foregoing description is only a summary of, and is qualified in its entirety by reference to, the indemnification agreement, the form of which was filed as an exhibit to the Company's Form 10-Q filed October 28, 2020. There are no arrangements or understandings between Mr. Fields and any other persons pursuant to which Mr. Fields was appointed a director of the Company. There are no transactions in which Mr. Fields has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Upon his appointment to the Board and Compensation Committee, Mr. Fields became entitled to a pro-rated portion of the Company’s non-employee director cash and equity compensation and Compensation Committee member cash retainer for his service from February 1, 2022 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 $56,000 and a grant of common stock of the Company with a fair market value equal to $100,000, and, for service on the Compensation Committee, an annual cash retainer of $7,500. Mr. Fields 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 his continuous service on the Board on each applicable vesting date.

Item 7.01     Regulation FD Disclosure.

On February 3, 2022, the Company issued a press release announcing the appointment of Mr. Fields 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.

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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:         February 3, 2022

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pressrelease_fields

JACKSON, MISSISSIPPI, February 3, 2022 -- EastGroup Properties, Inc. (NYSE: EGP) (the “Company”, “EastGroup”) announced today that David M. Fields has been appointed to the EastGroup board of directors (the “Board”) effective February 1, 2022 and will serve on its compensation committee. Mr. Fields’ appointment expands the Company’s Board to nine directors, seven of whom are independent. Since 2014, Mr. Fields has served as Executive Vice President, Chief Administrative Officer and General Counsel of San Ramon, California-based Sunset Development Company, the developer, owner and manager of Bishop Ranch, home to 30,000 employees and 600 businesses, along with retail, entertainment and planned residential. From 2006 to 2013, Mr. Fields served as Executive Vice President and Chief Administrative Officer of Bayer Properties in Birmingham, Alabama, and prior to that, served as Vice President and General Counsel, Retail Division, of Irvine Company in Newport Beach, California. Mr. Fields has served on the board of directors of CBL Properties since November 2021 and chairs the Nominating/Corporate Governance Committee. He earned his Juris Doctor degree from Harvard Law School and his Bachelor of Arts degree from Yale University. David H. Hoster, II, Chairman of the Board, commented, “We are very excited to add David Fields to our Board. He is a seasoned executive with extensive experience in strategic planning, executive leadership, legal and compliance matters, technology and human resources. David brings deep industry experience to EastGroup’s Board, its executive team and our shareholders. The Board has a strong commitment to refreshment, diversity and governance, and we are very pleased to add an independent director of David’s caliber.” “EastGroup is a company recognized for its solid legacy, sustained growth and impressive leadership. I look forward to collaborating with my board colleagues and the EastGroup senior management team in the effort to deliver enhanced value to its stakeholders,” said Mr. Fields. Marshall A. Loeb, EastGroup’s President and Chief Executive Officer, commented, “I welcome David as a director and know he will be a great addition and bring value to an already-experienced Board. As a Board member, I am proud of our commitment to continuous improvement with a goal of building long-term value for our stakeholders.” About EastGroup Properties EastGroup Properties, Inc. (NYSE: EGP), a 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. The Company’s portfolio, including development projects and value-add acquisitions in lease-up and under construction, currently includes approximately 51 million square feet. EastGroup Properties, Inc. press releases are available at www.eastgroup.net. Contact: Marshall Loeb, President and CEO Brent Wood, CFO 601-354-3555 EastGroup Properties Announces New Director F O R I M M E D I A T E R E L E A S E