8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15 (d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2020

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Hudson Pacific Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-34789	27-1430478
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
11601 Wilshire Blvd., Ninth Floor		90025
---	---	---
Los Angeles,	California
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 445-5700

Not Applicable

(Former name or former address, if changed since last report)

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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:

☐	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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	HPP	New York Stock Exchange

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 December 3, 2020, Ms. Karen Brodkin was appointed to the board of directors (the “Board”) of Hudson Pacific Properties, Inc. (the “Company”), with a term commencing January 1, 2021 and expiring at the 2021 annual meeting of stockholders. With the appointment of Ms. Brodkin, the Company’s Board will consist of eleven directors. Ms. Brodkin is not currently expected to join any committees of the Board.

Ms. Brodkin will receive the standard non-employee director compensation for serving on the Board, including a pro-rated portion of the annual grant of restricted stock units, which will vest in equal one-third installments on the first, second and third anniversaries of the date of the Company’s 2021 annual meeting of stockholders (based upon continued service). In addition, the Company and Ms. Brodkin expect to enter into the Company’s standard form of indemnification agreement for its non-employee directors to be effective as of January 1, 2021, which requires the Company to indemnify each indemnitee to the fullest extent permitted by the Maryland General Corporation Law. For a description of the Company’s compensation program for its non-employee directors, please see the Company’s Proxy Statement for its 2020 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 2, 2020. For a description of the Company’s indemnification agreements, please see the Company’s Proxy Statement for its 2015 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 2, 2015.

There are no arrangements or understandings between Ms. Brodkin and any other person pursuant to which Ms. Brodkin was appointed to the Board. There are no transactions in which Ms. Brodkin has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01    Regulation FD Disclosure.

On December 9, 2020, the Company issued a press release announcing the appointment of Ms. Brodkin to its Board. A copy of the press release is furnished herewith as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or the Exchange Act, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01    Financial Statements and Exhibits.

| (d) | Exhibits. | | --- | --- || Exhibit No. | Description | | --- | --- | | 99.1** | Press Release of Hudson Pacific Properties, Inc. dated December 9, 2020. | | 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |

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**     Furnished herewith.

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.

		HUDSON PACIFIC PROPERTIES, INC.
Date:	December 9, 2020	By:	/s/ Mark T. Lammas
			Mark T. Lammas<br>President

Document

Hudson Pacific Properties, Inc.
Press Release

Hudson Pacific Properties Appoints

Karen Brodkin to Board of Directors

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LOS ANGELES (December 9, 2020)—Hudson Pacific Properties, Inc. (NYSE: HPP) announced today that media and sports executive Karen Brodkin has been appointed to the company’s Board of Directors, effective January 1, 2021.

Brodkin has held senior management positions at and advised leading media and entertainment companies throughout her career. She currently serves as Executive Vice President of Content Strategy and Development at Endeavor and Co-Head of WME Sports. In this role, she leads business development and strategy for a range of business areas across the Endeavor portfolio.

“Hudson Pacific is thrilled to welcome Karen Brodkin to our Board of Directors,” said Victor Coleman, Chairman and Chief Executive Officer of Hudson Pacific Properties. “Karen is a highly accomplished executive with experience and demonstrated leadership in business and the media, entertainment and sports sectors. She will provide invaluable perspective on key industries and topics that will continue to propel our company’s growth.”

Before joining Endeavor, Brodkin worked as an Executive Vice President of Business and Legal Affairs at FOX Sports Media Group and spent five years as an entertainment attorney at two Los Angeles-based entertainment firms. She is the former Chairperson of the Board of Directors of the Los Angeles Sports Council, and presently serves on the Sports and Entertainment Leadership Council for Los Angeles Children’s Hospital, the Los Angeles Leadership Committee of the U.S. Soccer Foundation, and the Leadership Circle of the Harvard Kennedy School Women and Public Policy Board of Directors. She is also a member of the Board of Directors for Los Angeles Family Housing.

Brodkin received a B.A. from the University of California, Berkeley, and her law degree from the University of California, Hastings College of the Law, where she graduated Order of the Coif.

About Hudson Pacific Properties

Hudson Pacific is a real estate investment trust with a portfolio of office and studio properties totaling nearly 19 million square feet, including land for development. Focused on premier West Coast epicenters of innovation, media and technology, its anchor tenants include Fortune 500 and leading growth companies such as Netflix, Google, Square, Uber, NFL Enterprises and more. Hudson Pacific is publicly traded on the NYSE under the symbol HPP and listed as a component of the S&P MidCap 400 Index. For more information visit HudsonPacificProperties.com.

Forward-Looking Statements Regarding Hudson Pacific Properties

This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond Hudson Pacific’s control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. All forward-looking statements reflect Hudson Pacific’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance.

Hudson Pacific Properties, Inc.
Press Release

Furthermore, Hudson Pacific disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause Hudson Pacific’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in Hudson Pacific’s Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, and other risks described in documents subsequently filed by Hudson Pacific from time to time with the SEC.

Contact Information

Hudson Pacific Properties

Investor Contact:

Laura Campbell

Senior Vice President, Investor Relations & Marketing

(310) 622-1702

lcampbell@hudsonppi.com

Media Contact:

Laura Murray

Director, Corporate Communications

(310) 622-1781

lmurray@hudsonppi.com