InvenTrust Properties Corp 8-K, filed Mar 30, 2020
InvenTrust Properties Corp. (IVT)
8-K
2020-03-30
For: 2020-03-26
View Original
Added on
April 10, 2026
About this 8-K
InvenTrust Properties Corp filed this 8-K on March 30, 2020, reporting on events of March 26, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
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): March 26, 2020
INVENTRUST PROPERTIES CORP.
(Exact Name of Registrant as Specified in its Charter)
Maryland | 000-51609 | 34-2019608 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
3025 Highland Parkway, Suite 350
Downers Grove, Illinois 60515
(Address of Principal Executive Offices)
(855) 377-0510
(Registrant’s Telephone Number, Including Area Code)
N/A
(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: None.
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
N/A | N/A | N/A | ||
Securities registered pursuant to Section 12(g) of the Act: Common Stock
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. |
Resignation of Adam M. Jaworski
On March 26, 2020, Adam M. Jaworski resigned as Senior Vice President and Chief Accounting Officer, and as an employee, of InvenTrust Properties Corp, effective as of April 10, 2020. (the “Company”), and from all other officer, director or other positions he holds with any subsidiary, division or affiliate of the Company. Mr. Jaworski’s resignation is not related to any issues involving the Company’s financial reporting, accounting practices or internal controls.
Effective immediately, all unvested share unit awards and unvested restricted stock unit awards held by Mr. Jaworski will be forfeited.
Appointment of Michael Phillips
On March 27, 2020, the Board of Directors of the Company appointed Michael Phillips, age38, as Senior Vice President, Chief Accounting Officer and Controller of the Company, effective as of April 10, 2020. In his capacity as Senior Vice President, Chief Accounting Officer and Controller, Mr. Phillips will serve as the principal accounting officer of the Company.
Mr. Phillips joined the Company in 2009 and has served in various roles, including most recently as Vice President – Controller. Prior to his employment with the Company, Mr. Phillips served as Manager of Finance for Pasquinelli Homebuilding. He graduated from The University of Iowa Tippie College of Business with a Bachelor of Business Administration in Finance and received a Master of Science in Real Estate from Roosevelt University. He is a Certified Public Accountant.
In connection with Mr. Phillips’ appointment as Senior Vice President and Chief Accounting Officer, Mr. Phillips is entitled to an annual salary of $280,000 and is eligible to participate in the Company’s annual cash bonus program with a target annual bonus equal to 65% of his annual salary. In addition, subject to Mr. Phillips continued employment with the Company through May 7, 2020, he will receive an award of restricted stock units (“RSUs”) valued at $210,000 under the Company’s 2015 Incentive Award Plan. Fifty percent of the RSU award will vest in three equal annual installments beginning in December 2020, subject to Mr. Phillips’ continued employment through each of the vesting dates. The remaining 50% of the RSU award will be subject to performance–based vesting consistent with the terms of the performance-based RSUs disclosed in the Company’s Current Report on Form 8-K dated May 8, 2019.
Mr. Phillips has no family relationships with any director or executive officer of the Company. There are no transactions involving Mr. Phillips that would be required to be reported under Item 404(a) of Regulation S-K.
A copy of the press release announcing the resignation of Mr. Jaworski and appointment of Mr. Phillips is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. | |
Exhibit No. | Description | |
99.1 | ||
SIGNATURE
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.
INVENTRUST PROPERTIES CORP. | ||||||
Date: March 30, 2020 | By: | /s/ Thomas P. McGuinness | ||||
Name: | Thomas P. McGuinness | |||||
Title: | President and Chief Executive Officer | |||||
NEWS RELEASE FOR IMMEDIATE RELEASE DATE: March 30, 2020 CONTACT: Dan Lombardo, InvenTrust Properties Corp. 630-570-0605 or dan.lombardo@inventrustproperties.com InvenTrust Appoints Mike Phillips to Senior Vice President and Chief Accounting Officer DOWNERS GROVE, III – March 30, 2020 – InvenTrust Properties Corp. (“InvenTrust” or the “Company”) today announced that Mike Phillips, CPA, has been appointed Senior Vice President and Chief Accounting Officer, effective April 10, 2020. Mr. Phillips will maintain his position as controller and his appointment to CAO follows Adam Jaworski’s resignation from the Company. “We are pleased to announce the promotion of Mike to the InvenTrust leadership team,” said Daniel J. Busch, Executive Vice President and CFO of InvenTrust. “Mike brings an in-depth knowledge of the business after more than a decade of service with the Company. In addition, his significant real estate experience, accounting and SEC financial reporting expertise make us confident that he will continue to build on the strong accounting and reporting platform Mr. Jaworski developed during his time at InvenTrust.” “I am excited about the opportunity to serve the Company in this new role,” said Mr. Phillips. “I look forward to working alongside the talented leadership team to help build on InvenTrust’s momentum and achieve the Company’s financial objectives.” Mr. Busch continued, “On behalf of the leadership team, I want to thank Adam for his significant contributions to the Company. We wish him the very best in his future endeavors.” “I have enjoyed working with a great team at InvenTrust over the past three-plus years,” said Mr. Jaworski. “I wish InvenTrust success in the future, especially during this time of great uncertainty.” About Mike Phillips, CPA Mr. Phillips will maintain his role as InvenTrust’s Controller. He has been with InvenTrust from 2009, serving in various senior financial and accounting roles such as Senior Accounting Manager for Financial Reporting and Director for Internal Reporting. Prior to joining the
Company, Mr. Phillips worked at Pasquinelli Homebuilding for five years, serving as Manager of Finance from 2008 to 2009. He graduated from The University of Iowa Tippie College of Business with a Bachelor of Business Administration in Finance and received a Master of Science in Real Estate from Roosevelt University. Mr. Phillips is a licensed certified public accountant in the State of Illinois. About InvenTrust Properties Corp. InvenTrust Properties Corp. is a premier multi-tenant retail REIT that owns, leases, redevelops, acquires and manages grocery anchored neighborhood centers, and select power centers that often have a grocery component, in Sun Belt markets with favorable demographics. We seek to continue to execute our strategy to enhance our multi-tenant retail platform by further investing in grocery-anchored centers with essential retail in our current markets, while exhibiting focused and disciplined capital allocation. InvenTrust became a self-managed REIT in 2014 and a Global Real Estate Sustainability Benchmark ("GRESB") member in 2018. As of December 31, 2019, the company is an owner and manager of 65 retail properties, representing 10.9 million square feet of retail space. Forward-Looking Statements Disclaimer Forward-Looking Statements in this press release, which are not historical facts, are forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical, including statements regarding management’s intentions, beliefs, expectations, plans or predictions of the future and are typically identified by words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations. For further discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see our filings with the securities and Exchange Commission (“SEC”), including the Risk Factors included in our most recent Annual Report on Form 10-K, as updated by any subsequent Quarterly Report on Form 10-Q, in each case as filed with the SEC. InvenTrust intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, except as may be required by applicable law. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor there be any sale of securities referred to in this letter, in any jurisdiction in which any such offer, solicitation or sale is not permitted.