EPR 8-K
Epr Properties (EPR)
8-K
2023-02-21
For: 2023-02-21
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): February 21, 2023
(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 February 21, 2023, the Board of Trustees (the "Board") of EPR Properties (the "Company") increased the size of the Board from nine to ten members and elected John P. Case III as an independent trustee to fill the vacancy resulting from the increase in the size of the Board. Mr. Case will serve until the Company's 2023 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. Case to serve as a member of the Audit Committee and Nominating/Company Governance Committee. The Board elected Mr. Case to the Board in anticipation of Jack Newman, Jr.'s retirement from the Board upon expiration of Mr. Newman's current term at the Company's 2023 annual meeting of shareholders in accordance with the Company's trustee age limit policy under its Company Governance Guidelines
There is no arrangement or understanding between Mr. Case and any other person pursuant to which Mr. Case was selected to serve as a trustee of the Company. The Company is not aware of any transactions involving Mr. Case that are reportable under Item 404(a) of Regulation S-K.
Mr. Case 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 14, 2022. The Company will also enter into an Indemnification Agreement with Mr. Case 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. Case'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 February 21, 2023, the Company issued a press release announcing the election of Mr. Case 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 No. | Description | |||||||
| Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2007). | ||||||||
| Press release, dated February 21, 2023, issued by the Company. | ||||||||
| 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.
| EPR PROPERTIES | |||||||||||
| By: | /s/ Mark A. Peterson | ||||||||||
| Mark A. Peterson | |||||||||||
| Executive Vice President, Treasurer and Chief Financial Officer | |||||||||||
Date: February 21, 2023
EPR Properties Elects John Case as New Board Member
Kansas City, MO, February 21, 2023 – EPR Properties (NYSE: EPR) today announced that John P. Case III has been elected to its Board of Trustees.
Mr. Case has been a Partner and Senior Advisor for the Ares Net Lease strategy on a part time basis since 2021. Prior to joining Ares, Mr. Case was CEO, President and Director of Realty Income Corporation. Additionally, Mr. Case served on the Board of Directors of Duke Realty Corporation before it was acquired by Prologis, Inc. Mr. Case also served as Chief Investment Officer and chaired the Investment Committee of Realty Income. He has served on the Executive Board of the National Association of Real Estate Investment Trusts as well as on The Real Estate Roundtable. Prior to joining Realty Income, Mr. Case served for 19 years as a New York-based real estate investment banker, where he was responsible for more than $100 billion in real estate capital markets and advisory transactions.
“John brings deep management, financial and REIT expertise to our Board, particularly his experience leading Realty Income, the largest public net lease REIT,” said Greg Silvers, Chairman and CEO of EPR Properties. “We are excited to add John to our Board and look forward to tapping into his experience and perspectives as we continue building the leading diversified experiential REIT.”
The election of Mr. Case is in anticipation of Jack Newman’s retirement from the Board at this year’s annual meeting of shareholders in accordance with the Company’s trustee age limit policy under its Company Governance Guidelines.
“The Company is grateful for the years of dedicated service provided by Jack,” said Mr. Silvers, “Jack has provided a diligent and independent voice in board meetings that has contributed to our ongoing success. As chair of our Audit Committee, his leadership has ensured that our reporting and accounting practices have been conducted at the highest professional and ethical manner.”
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 $5.8 billion (after accumulated depreciation of approximately $1.3 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