EPR 8-K
Epr Properties (EPR)
8-K
2024-09-09
For: 2024-09-06
View Original
Added on
April 05, 2026
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): September 6, 2024
(Exact name of registrant as specified in its charter)
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
On September 6, 2024, the Board of Trustees (the "Board") of EPR Properties (the "Company") increased the size of the Board from eight to nine members and elected William P. (Liam) Brown as an independent trustee to fill the vacancy resulting from the increase in the size of the Board. Mr. Brown will serve until the 2025 annual meeting of shareholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal. The Board also appointed Mr. Brown to serve as a member of the Compensation and Human Capital Committee and Audit Committee.
There is no arrangement or understanding between Mr. Brown and any other person pursuant to which Mr. Brown was selected to serve as a trustee of the Company. The Company is not aware of any transactions involving Mr. Brown that are reportable under Item 404(a) of Regulation S-K.
Mr. Brown will be eligible to receive compensation for his service as a trustee in accordance with the Company's standard arrangements for non-employee trustees of the Company, which arrangements are described under the heading "Trustee Compensation" in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2024. The Company also entered into an Indemnification Agreement with Mr. Brown in the same form that the Company has entered into with its other trustees and certain of its officers. The Indemnification Agreement provides for procedures for indemnification by the Company to the fullest extent permitted by law and advancements by the Company of certain expenses and costs relating to claims, suits or proceedings arising from Mr. Brown's services as a trustee of the Company.
The foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the full text of the form of Indemnification Agreement incorporated by reference herein as Exhibit 10.1.
Item 7.01. Regulation FD Disclosure.
On September 9, 2024, the Company issued a press release announcing the election of Mr. Brown to the Board as described above. The Company's press release is attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 7.01.
The information set forth in this Item 7.01, including Exhibit 99.1, is being "furnished" and shall not be deemed "filed" for purposes of, or otherwise subject to, liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the Company's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
| Exhibit | Description | |||||||
| Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023). | ||||||||
| Press release, dated September 9, 2024, issued by the Company. | ||||||||
| 104 | Cover Page Interactive Data Filed (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.
| EPR PROPERTIES | |||||||||||
| By: | /s/ Mark A. Peterson | ||||||||||
| Mark A. Peterson | |||||||||||
| Executive Vice President, Treasurer and Chief Financial Officer | |||||||||||
Date: September 9, 2024
EPR Properties Elects William P. (Liam) Brown to its Board of Trustees
Kansas City, MO – September 9, 2024 – EPR Properties (NYSE: EPR) today announced that its Board of Trustees has elected William P. (Liam) Brown, Group President U.S. & Canada at Marriott International, to serve as an independent trustee on its board, effective September 6, 2024.
“We are excited to welcome Liam to our board,” stated Greg Silvers, Chairman and CEO of EPR Properties. “Liam’s wealth of hospitality experience will be invaluable as we continue to execute our vision and we look forward to his contributions as a trustee.”
Mr. Brown has spent over 35 years with Marriott International, Inc., and since January 2021 has served as Group President, United States and Canada. In his current role as Group President, Mr. Brown is responsible for the development and management of Marriott International’s lodging portfolio in the U.S. and Canada which comprises 28 brands and over 6000 properties. He also serves as Secretary/Treasurer on the Board of Directors of the American Hotel and Lodging Association.
About EPR Properties
EPR Properties (NYSE:EPR) is the leading diversified experiential net lease real estate investment trust (REIT), specializing in select enduring experiential properties in the real estate industry. We focus on real estate venues which create value by facilitating out of home leisure and recreation experiences where consumers choose to spend their discretionary time and money. We have total assets of approximately $5.6 billion (after accumulated depreciation of approximately $1.5 billion) across 44 states. We adhere to rigorous underwriting and investing criteria centered on key industry, property and tenant level cash flow standards. We believe our focused approach provides a competitive advantage and the potential for stable and attractive returns. Further information is available at www.eprkc.com.
EPR Properties
Brian Moriarty
Vice President, Corporate Communications
[email protected] | 816-472-1700