Seritage Growth Properties 8-K, filed Nov 10, 2020
Seritage Growth Properties (SRG)
8-K
2020-11-10
For: 2020-11-09
View Original
Added on
April 12, 2026
About this 8-K
Seritage Growth Properties filed this 8-K on November 10, 2020, reporting on events of November 9, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): November 9, 2020
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code: (212 )
355-7800
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbols
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Name of each exchange on which registered
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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
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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On November 9, 2020, Ms. Amanda Lombard was appointed Executive Vice President and Chief Financial Officer, succeeding Brian R. Dickman, whose last day as Executive Vice
President and Chief Financial Officer will be on or before December 11, 2020. Ms. Lombard will begin her new role on or before December 11, 2020. In connection with her new role, Ms. Lombard executed an offer letter setting forth the updated terms
of her employment, including (a) an annual base salary of $400,000, (b) eligibility for an annual cash bonus, beginning for the 2021 performance year, with a target of 75% of base salary and maximum of 100% of base salary, provided threshold
company performance goals are achieved; and (c) eligibility to be granted an annual equity award, provided threshold company performance goals are achieved, with a target aggregate value equal to 50% of Ms. Lombard’s annual base salary and a
maximum aggregate value equal to 75% of Ms. Lombard’s base salary.
Under the terms of Ms. Lombard’s employment, if her employment is terminated by the Company without Cause or she resigns for Good Reason (collectively an “Involuntary
Termination”), Ms. Lombard will be entitled to (1) base salary continuation for 12 months; (2) a prorated annual bonus for the year of termination, based on actual performance for the full year of termination; (3) 12 months of subsidized COBRA
coverage; and (4) prorated vesting of any outstanding annual equity awards. Ms. Lombard will also be entitled to certain compensation and benefits if her employment with Seritage is terminated due to death or disability. In the event of a change in
control of the Company, equity awards will be treated in accordance with the terms of the applicable award agreements and the Company’s equity plan.
During her employment with the Company and for 12 months thereafter, Ms. Lombard will be subject to non-competition and non-solicitation covenants. Ms. Lombard is also
subject to a perpetual confidentiality covenant.
Ms. Lombard, age 37, was previously the Company’s Chief Accounting Officer from November 2018. Ms. Lombard previously held multiple roles at Gramercy Property Trust,
including Chief Accounting Officer from April 2018 to October 2018, Senior Vice President, Corporate Controller from December 2015 to April 2018 and Assistant Corporate Controller and Vice President, Financial Reporting from July 2012 to December
2015. Ms. Lombard began her career at PricewaterhouseCoopers LLP in the assurance practice focusing on private equity and hedge funds. Ms. Lombard has a B.A. in Economics from the University of Michigan and a MAcc from the Stephen M. Ross School of
Business at the University of Michigan. Ms. Lombard has no family relationships with any director or executive officer of Seritage and there are no transactions in which Ms. Lombard has an interest requiring disclosure under Item 404(a) of
Regulation S-K.
| Item 8.01. |
Other Events.
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On November 10, 2020, the Company issued a press release announcing Ms. Lombard’s appointment as the Company’s Executive Vice President and Chief Financial Officer. A
copy of the press release is filed as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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Press release dated November 10, 2020.
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104
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Cover Page Interactive Data File (embedded within Inline XBRL document)
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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.
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SERITAGE GROWTH PROPERTIES
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By:
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/s/ Matthew Fernand
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Matthew Fernand
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Executive Vice President, General
Counsel & Secretary
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Date: November 10, 2020
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Exhibit 99.1
Seritage Growth Properties Appoints Amanda Lombard as Chief Financial Officer
New York, NY – November 10, 2020 – Seritage Growth Properties (NYSE:SRG) announced today that Amanda Lombard, previously Chief Accounting Officer of Seritage, has been appointed Executive Vice President and Chief
Financial Officer.
“We are very pleased to announce Amanda’s promotion to Chief Financial Officer. Amanda has been an integral member of our management team at Seritage and has established strong relationships with key stakeholders
and across the organization. Having performed exceptionally well in her prior role as Chief Accounting Officer, Amanda’s deep knowledge of our business and capital strategies, financial reporting and operations will help facilitate a seamless CFO
leadership transition,” stated Benjamin Schall, President and Chief Executive Officer.
Prior to joining Seritage as Chief Accounting Officer in November 2018, Ms. Lombard held various accounting and financial reporting roles of increasing responsibility at Gramercy Property Trust, a publicly-traded
real estate investment trust, the last being Chief Accounting Officer. Ms. Lombard began her career at PricewaterhouseCoopers LLP in the assurance practice focusing on private equity and hedge funds. Ms. Lombard has a B.A. in Economics from the
University of Michigan and a MAcc from the Stephen M. Ross School of Business at the University of Michigan.
Ms. Lombard will work directly with outgoing Chief Financial Officer Brian Dickman to transition responsibilities on or before December 11, 2020.
Forward-Looking Statements
This document contains 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. Factors that could cause or contribute to such differences include, but are not limited to: our historical exposure to Sears Holdings and the effects of its previously announced bankruptcy filing; the
litigation filed against us and other defendants in the Sears Holdings adversarial proceeding pending in bankruptcy court; Holdco’s termination and other rights under its master lease with us; competition in the real estate and retail industries;
risks relating to our recapture and redevelopment activities; contingencies to the commencement of rent under leases; the terms of our indebtedness; restrictions with which we are required to comply in order to maintain REIT status and other legal
requirements to which we are subject; failure to achieve expected occupancy and/or rent levels within the projected time frame or at all; the impact of ongoing negative operating cash flow on our ability to fund operations and ongoing development;
our ability to access or obtain sufficient sources of financing to fund our liquidity needs; our relatively limited history as an operating company; and the impact of the COVID-19 pandemic on the business of our tenants and our business, income,
cash flow, results of operations, financial condition, liquidity, prospects, ability to service our debt obligations and our ability to pay dividends and other distributions to our shareholders. For additional discussion of these and other
applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in our filings with the Securities and Exchange Commission, including the risk factors relating to Sears Holdings and
Holdco. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. We intend the forward-looking statements to speak only as of the time made and do not undertake to update or revise
them as more information becomes available, except as required by law.
About Seritage Growth Properties
Seritage Growth Properties is a publicly-traded, self-administered and self-managed REIT with 166 wholly-owned properties and 29 unconsolidated properties totaling approximately 30.4 million square feet of space
across 44 states and Puerto Rico. The Company was formed to unlock the underlying real estate value of a high-quality retail portfolio it acquired from Sears Holdings in July 2015. The Company’s mission is to create and own revitalized shopping,
dining, entertainment and mixed-use destinations that provide enriched experiences for consumers and local communities, and create long-term value for our shareholders.
Contact
Seritage Growth Properties
646-277-1268
IR@Seritage.com