8-K
Hudson Pacific Properties, Inc. (HPP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 1, 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)
_________________________________
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 7.01 Regulation FD Disclosure.
On May 1, 2020, Hudson Pacific Properties, Inc. (also referred to herein as the “Company,” “we,” “us,” or “our”) issued a press release announcing the change to the location of the Company’s 2020 annual meeting of stockholders (the “Annual Meeting”), as described in Item 8.01 of this Current Report. A copy of the press release is furnished herewith as Exhibit 99.1. The information contained in the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 8.01 Other Information.
Change to Virtual Meeting
On May 1, 2020, the Company announced that, due to the emerging public health impact of the coronavirus disease 2019 (COVID-19) and to support the health and well-being of our stockholders, employees and directors, the location of the Company’s Annual Meeting has been changed and will be held in a virtual meeting format only. Stockholders will not be able to attend the annual meeting in person. As previously announced, the Annual Meeting will be held on Wednesday, May 20, 2020 at 9:00 a.m. Pacific Time.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1** | Press Release issued by Hudson Pacific Properties, Inc. dated May 1, 2020. |
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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: | May 1, 2020 | By: | /s/ Mark Lammas |
| Mark Lammas<br><br>President |
Exhibit
| Hudson Pacific Properties, Inc. |
|---|
| Press Release |
Hudson Pacific Properties Changes to Virtual
Format for 2020 Annual Meeting of Stockholders
_________________
LOS ANGELES (May 1, 2020)—Hudson Pacific Properties, Inc. (the “Company” or “Hudson Pacific”) (NYSE: HPP) announced it will host its 2020 annual meeting (“the Annual Meeting”) virtually due to the public health impact of the coronavirus disease 2019 (COVID-19) and to support the health and well-being of our stockholders, employees and directors. As previously announced, the Annual Meeting will take place at 9:00 a.m. PT / 12:00 pm ET on Wednesday, May 20, 2020, but will be held in a virtual meeting format only.
As outlined in the Company's previously distributed proxy materials for the Annual Meeting, stockholders as of the close of business on March 20, 2020 (the “record date”) are entitled to participate and vote during the Annual Meeting. Stockholders may access the Annual Meeting online by visiting www.meetingcenter.io/266452321 and will be required to enter the control number provided on their proxy card or notice, as well as a password. The password for the meeting is HPP2020.
We encourage stockholders to log in to the website and access the webcast prior to the Annual Meeting’s start time. Further instructions on how to attend, participate in and vote at the Annual Meeting are available at www.meetingcenter.io/266452321. The Company urges stockholders to vote and submit proxies in advance of the Annual Meeting by internet, mail or phone, as described in the proxy materials.
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 Russell 2000® and the Russell 3000® indices. 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, that 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, 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
| Hudson Pacific Properties, Inc. |
|---|
| Press Release |
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
Senior Vice President, Investor Relations & Marketing
(310) 622-1702
lcampbell@hudsonppi.com
Media Contact:
Laura Murray
Director, Communications
(310) 622-1781
lmurray@hudsonppi.com