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): March 13, 2023

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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
---	---	---
Los Angeles,	California	90025
(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
4.750% Series C Cumulative Redeemable Preferred Stock	HPP Pr C	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 March 13, 2023, Mr. Robert L. Harris II resigned from the board of directors (the “Board”) of Hudson Pacific Properties, Inc. (the “Company”) due to his desire to devote more of his time to other professional commitments. In tendering his resignation, Mr. Harris expressed no disagreement with the Company.

Concurrent with Mr. Harris’s resignation, our Board of Directors voted to appoint Mr. Barry Sholem as his successor. Mr. Sholem will serve on the Nominating and Corporate Governance Committee of the Board.

Mr. Sholem 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 2022 annual meeting of stockholders (based upon continued service). In addition, the Company and Mr. Sholem expect to enter into the Company’s standard form of indemnification agreement for its non-employee directors to be effective as of March 13, 2023, 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 2022 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 1, 2022. 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.

On March 16, 2023, the Company issued a press release announcing the appointment of Mr. Sholem 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

Exhibit<br><br>No.	Description
99.1**	Press release dated March16, 2023announcing appointment ofBarry Sholem.
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:	March 16, 2023	By:	/s/ Mark Lammas
			Mark Lammas<br>President

Document

Hudson Pacific Properties, Inc.

Press Release

Hudson Pacific Appoints Barry Sholem to Board of Directors

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LOS ANGELES (March 16, 2023)—Hudson Pacific Properties, Inc. (NYSE: HPP), a unique provider of end-to-end real estate solutions for tech and media tenants, today announced that Barry Sholem has been appointed to the company’s Board of Directors effective March 13, 2023. Sholem succeeds outgoing board member Robert Harris II.

Sholem is the Founder and Partner of Real Estate for investment advisory firm MSD Partners, L.P., and currently serves as the Chairman and Senior Advisor of Real Estate for BDT & MSD Partners, a merchant bank. He previously served as Chairman of DLJ Real Estate Capital Partners, a real estate fund that he co-founded and that invested in a broad range of real estate-related assets. Prior to that, he served as Managing Director at Credit Suisse First Boston and as head of the west coast real estate group for Goldman Sachs.

“Our entire organization is grateful to Robert for his nine years of invaluable service during a time of significant growth for Hudson Pacific. Barry will be an excellent addition to our Board of Directors as we leverage his extensive and proven record of investing in real estate and operating assets in our markets. We believe we will also benefit from his experience navigating through multiple cycles as we seek to create long-term value for our shareholders,” said Victor Coleman, Chairman and Chief Executive Officer of Hudson Pacific.

Sholem is a member of the Urban Land Institute, the Real Estate Roundtable and the University of California, Berkeley Real Estate Advisory Board. He is also a board member for SITE Centers (NYSE: SITC). Sholem received a B.A. from Brown University and an MBA from Northwestern University’s J.L. Kellogg Graduate School of Management.

About Hudson Pacific Properties

Hudson Pacific Properties (NYSE: HPP) is a real estate investment trust serving dynamic tech and media tenants in global epicenters for these synergistic, converging and secular growth industries. Hudson Pacific’s unique and high-barrier tech and media focus leverages a full-service, end-to-end value creation platform forged through deep strategic relationships and niche expertise across identifying, acquiring, transforming and developing properties into world-class amenitized, collaborative and sustainable office and studio space. For more information visit HudsonPacificProperties.com.

Forward-Looking Statements

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 the company's control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. All forward-looking statements reflect the company's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Furthermore, the company 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 the company's future results to differ materially from any forward-looking statements, see the section entitled "Risk Factors" in the company's Annual

Hudson Pacific Properties, Inc.

Press Release

Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, and other risks described in documents subsequently filed by the company from time to time with the SEC.

Investor Contact

Laura Campbell

Executive Vice President, Investor Relations & Marketing

(310) 622-1702

lcampbell@hudsonppi.com

Media Contact

Laura Murray

Senior Director, Communications

(310) 622-1781

lmurray@hudsonppi.com