8-K
Hudson Pacific Properties, Inc. (HPP)
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 11, 2025
_________________________________
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)
_________________________________
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 September 11, 2025, Mr. Mark Linehan notified the board of directors (the “Board”) of Hudson Pacific Properties, Inc. (the “Company”) of his resignation from the Board, effective immediately, due to his desire to devote more of his time to other professional commitments. In tendering his resignation, Mr. Linehan expressed no disagreement with the Company.
On September 11, 2025, the Board voted to appoint Mr. T. Ritson Ferguson as Mr. Linehan’s successor, effective immediately. Mr. Ferguson will serve on the Audit Committee of the Board, and Mr. Michael Nash, an incumbent director, will succeed Mr. Linehan as Chair of the Audit Committee.
Mr. Ferguson will be compensated for his service on the Board in accordance with the Company’s Non-Employee Director Compensation Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. In addition, the Company and Mr. Ferguson expect to enter into the Company’s standard form of indemnification agreement for its non-employee directors to be effective as of September 11, 2025, 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 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.
Mr. Ferguson is the Lead Trustee of the Board of CBRE Global Real Estate Income Fund and a member of the investment committees for CBRE Investment Management (“CBREIM”) Listed Real Assets. He served as Vice Chairman of CBREIM Listed Real Assets from 2021 to 2022. Prior to that role, Mr. Ferguson acted as Chief Executive Officer and Chief Investment Officer of the business until 2020, in which capacities he was responsible for the management and investment decision-making of the firm’s global range of listed and unlisted real estate and infrastructure program offerings. There are no arrangements or understandings between Mr. Ferguson and any other person pursuant to which Mr. Ferguson was appointed as a director, and Mr. Ferguson is not a party to any transaction with the Company reportable pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On September 15, 2025, the Company issued a press release announcing the appointment of Mr. Ferguson to its Board, effective September 11, 2025. A copy of the press release is furnished herewith as Exhibit 99.1. The information being furnished pursuant to this Item 7.01 and 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 Securities Exchange Act of
1934.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Hudson Pacific Properties, Inc. Non-Employee Director Compensation Plan |
| 99.1** | Press release dated September 15, 2025 |
| 104** | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
_____________
** 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: | September 15, 2025 | By: | /s/ Mark Lammas |
| Mark Lammas<br>President |
Document
Exhibit 10.1
Hudson Pacific Properties, Inc.
Non-Employee Director Compensation Program
Effective May 14, 2025
The following compensation shall be payable in accordance with the terms below to non-employee directors (“Directors”) of the Board of Directors (the “Board”) of Hudson Pacific Properties, Inc. (the “Company”). Each Director shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”).
Cash Compensation
| Board Service | |
|---|---|
| Annual Retainer: | $40,000 |
| Lead Independent Director (additional retainer): | $35,000 |
| Committee Service | |
| Audit Committee: | |
| Chair Annual Retainer: | $25,000 |
| Committee Member (Non-Chair) Retainer: | $12,500 |
| Compensation Committee: | |
| Chair Annual Retainer: | $15,000 |
| Committee Member (Non-Chair) Retainer: | $7,500 |
| Nominating and Corporate Governance Committee: | |
| Chair Annual Retainer: | $12,500 |
| Committee Member (Non-Chair) Retainer: | $7,500 |
| Sustainability Committee: | |
| Chair Annual Retainer: | $7,500 |
| Committee Member (Non-Chair) Retainer: | $5,000 |
| Directors may be permitted to elect to receive (i) vested shares of Company common stock on a current or deferred basis in accordance with the terms and conditions of an applicable Director stock plan and, in the case of deferred shares, in accordance with Internal Revenue Code Section 409A, and/or (ii) fully-vested LTIP units of Hudson Pacific Properties, L.P. in accordance with the terms and conditions of the Equity Plan (as defined below), in each case, in lieu of Board cash compensation. |
Exhibit 10.1
| Board Service and Committee Service Annual Retainers will be paid or granted (as applicable) quarterly in arrears promptly following the end of the applicable calendar quarter, but in no event more than thirty days after the end of such quarter. |
|---|
Equity Compensation
| Annual Restricted Stock Grant: | Unless as otherwise determined by the Board, Directors automatically shall be granted an annual award of restricted stock units with a value of $90,000 (the “Annual Grant Value”) granted on the date of each annual shareholder meeting (the “Annual Grant”). Each Annual Grant will vest in equal one-third installments on the first, second and third anniversaries of the date of grant, subject to continued service.<br><br><br><br>The Annual Grant shall be granted under and shall be subject to the terms and provisions of the Amended and Restated Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (such plan, as may be amended from time to time, the “Equity Plan”) and may be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the forms approved by the Board prior to or in connection with such grants. All applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all grants of equity awards hereby are subject in all respects to the terms of the Equity Plan. |
|---|
Compensation Limits
Notwithstanding anything to the contrary in this Program, all compensation payable under this Program will be subject to any limits on the maximum amount of non-employee Director compensation set forth in the Equity Plan, as in effect from time to time.
Document
Exhibit 99.1
| Hudson Pacific Properties, Inc. |
|---|
| Press Release |
Hudson Pacific Appoints T. Ritson Ferguson to Board of Directors
LOS ANGELES (September 15, 2025)—Hudson Pacific Properties, Inc. (NYSE: HPP), a unique provider of end-to-end real estate solutions for tech and media tenants, today announced the election of T. Ritson Ferguson to the company’s Board of Directors, and the retirement of Director Mark D. Linehan, both effective September 11, 2025.
Ferguson is an Independent Investment Committee Member of CBRE Investment Management (CBREIM) Listed Real Assets. He previously served as Global CEO and Global CIO of CBREIM, as well as Vice Chairman, CEO and CIO of Listed Real Assets, where he oversaw the firm’s evolution into a leading global real assets investment manager. Ferguson is also Vice Chair and Audit Committee member of the Duke University Endowment Board (DUMAC) and serves as Board Chair of the CBRE Clarion Global Real Estate Income Fund (NYSE: IGR).
"We are delighted to welcome Ritson to our Board," said Victor Coleman, Hudson Pacific’s Chairman and CEO. "His more than 30 years of leadership in the REIT sector and investment management will be invaluable as we embark on Hudson Pacific’s next chapter and reaffirm the company’s position as the preeminent owner-operator of West Coast office and studio real estate."
Coleman continued, "On behalf of our entire board, our officers and employees, we are also deeply grateful for Mark’s service. He has been a dedicated Board member since our IPO, advising the company through multiple transformative transactions, and helping us successfully navigate unprecedented market conditions in recent years."
Linehan commented, "It has been an honor to serve on Hudson Pacific’s Board for 14 years and work with such a talented group of professionals. I have no doubt Ritson’s appointment and perspective will support the creation and preservation of long-term shareholder value."
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.
Page | 1
Exhibit 99.1
| Hudson Pacific Properties, Inc. |
|---|
| Press Release |
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 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
Vice President, Communications
(310) 622-1781
lmurray@hudsonppi.com
Page | 2