Seritage Growth Properties 8-K, filed Apr 21, 2021
Seritage Growth Properties (SRG)
8-K
2021-04-21
For: 2021-04-21
View Original
Added on
April 12, 2026
About this 8-K
Seritage Growth Properties filed this 8-K on April 21, 2021.
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): April 21, 2021
(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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(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
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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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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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 April 21, 2021, Seritage Growth Properties (the “Company”) announced certain senior management promotions and other changes as part of an
organizational restructuring. In connection with these changes, Mary Rottler has been appointed as the Company’s Chief Operating Officer and Andrew Galvin has been appointed as the Company’s Chief Investment Officer, each effective April 26, 2021. Ms.
Rottler is replacing Kenneth T. Lombard, who will serve as Special Advisor to the Company.
Changes to the titles and compensation of the Company’s executive officers, which are being implemented as of April 26, 2021 as part of the organizational
restructuring, include the following:
Ms. Rottler, who has served in her role as the Company’s Executive Vice President of Leasing and Operations since 2015, has been appointed as the Chief
Operating Officer. Ms. Rottler’s base salary was increased to $425,000, her annual target incentive opportunity was increased to 75% of base salary, with a maximum annual incentive opportunity of 100% of base salary, and her annual target equity award
was updated to be 75% of base salary, with an annual maximum equity award of 125% of base salary. Ms. Rottler is currently 45 years old; further information on her background can be found in the Company’s Form DEF 14A Proxy Statement for the 2021 Annual Meeting of Shareholders filed with the SEC on April 9, 2021. There are no family relationships between Ms.
Rottler and any director or other executive officer of the Company and there are no related persons transactions (within the meaning of Item 404(a) of Regulation S-K) involving Ms. Rottler and the Company and its subsidiaries.
Andrew Galvin, the Company’s Executive Vice President of Investments, has been named Chief Investment Officer. Mr. Galvin’s base salary was increased to
$425,000, his annual target incentive opportunity was increased to 75% of base salary, with a maximum annual incentive opportunity of 100% of base salary, and his annual target equity award was updated to be 75% of base salary, with an annual maximum
equity award of 125% of base salary.
Matthew Fernand, the Company’s General Counsel, Executive Vice President and Secretary, will be the Company’s Chief Legal Officer. Mr. Fernand’s
compensation will be updated to reflect an annual target equity award of 75% of base salary, with an annual maximum equity award of 100% of base salary. Additionally, compensation for Amanda Lombard, the Company’s Chief Financial Officer, will be
updated to reflect an annual target equity award of 75% of base salary, with an annual maximum equity award of 100% of base salary.
In each case, except as described above, the terms of the executive’s employment agreement continue to be in effect.
In his role as Special Advisor, Mr. Lombard will receive a consultant services fee equal to, in the aggregate, his current base salary and target annual
incentive opportunity for the remainder of 2021 and in 2022. Mr. Lombard will continue to vest in all outstanding equity awards during his service to the Company as Special Advisor, but he will not be eligible for new equity grants.
James Bry, the Company’s Executive Vice President of Development and Construction, will depart from Seritage, effective as of April 23, 2021. Mr. Bry’s
duties will be transitioned to other members of the Company's senior management. The Company wishes Mr. Bry well on his future endeavors.
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Item 8.01.
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Other Events.
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On April 21, 2021, the Company issued a press release announcing these and other promotions and changes as part of the organizational
restructuring. A copy of the press release is filed as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
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Item 9.01.
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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 April 21, 2021
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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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General Counsel, Executive Vice President and Secretary
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Date: April 21, 2021
Exhibit 99.1
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Seritage Growth Properties Announces Promotions and Organizational Restructuring
NEW YORK (April 21, 2021) -- Seritage Growth Properties (NYSE:
SRG) today announced that the Company will reorganize its operations following an initial asset-by-asset analysis led by recently appointed Chief Executive Officer and President, Andrea Olshan.
The Company has appointed Mary Rottler as Chief Operating Officer; Andrew Galvin as Chief Investment Officer; Eric Dinenberg as Executive Vice President of
Development; and Edouard Cuilhé as Chief Accounting Officer. The Company is also taking further steps to restructure and realign its personnel throughout the organization.
The Company plans to continue its portfolio analysis and finalize plans to optimize the value of its individual property assets through additional leasing
to retail tenants, densification of sites, modifications and repurposing for other uses, large-scale redevelopments, partnerships and dispositions. Further
details of these portfolio plans will be shared at later dates.
“Having reviewed our business and strategy with a fresh perspective, it was clear that we needed to realign our human capital and streamline our processes
to position ourselves to execute on the exciting opportunity set we have at Seritage. To that end, we are proud to recognize the contributions of Andrew, Mary and Eric and welcome Ed to the team. We firmly believe these talented individuals in these
expanded roles will be instrumental to executing our value-creation strategies more efficiently and effectively,” stated Ms. Olshan.
Mary Rottler has been named Chief Operating Officer, having previously served as the Executive Vice President of Leasing and Operations since the Company’s
inception in 2015. In this role, Ms. Rottler will be responsible for leasing, operations, tenant coordination and retail development. Prior to joining Seritage, Ms. Rottler served as the Vice President of Real Estate at Wal-Mart Stores, Inc.
Andrew Galvin has been named Chief Investment Officer, from his prior role as Executive Vice President of Investments. In this role, Mr. Galvin will be
responsible for all transactions, asset management and capital allocation. Prior to joining Seritage, he served as Executive Vice President, Chief Investment Officer at Centennial, a private national retail real estate operator, as well as
investment positions at Trademark Property Group, Rouse Properties, and General Growth Properties.
Eric Dinenberg has been named Executive Vice President of Development, from his prior position as Senior Vice President of Development. In this role, Mr.
Dinenberg will be responsible for development and construction. Prior to joining Seritage, Mr. Dinenberg served as Executive Vice President of Development and Operations at Brookfield Properties, as well as development positions at Rouse Properties
and Vornado Realty Trust.
Edouard Cuilhé has been appointed Chief Accounting Officer. In his role, Mr. Cuilhé will report to the CFO with responsibility for accounting, financial
reporting, treasury and tax. Prior to joining Seritage, Mr. Cuilhé served as Senior Vice President, Controller and Corporate Finance at SL Green Realty Corp. as well as in the audit practice at Ernst & Young.
As part of the creation of a streamlined C-Suite, Matthew Fernand, our General Counsel, Executive Vice President and Secretary, will become our Chief Legal
Officer. In addition, as part of this transition, Kenneth Lombard, previously the Company’s Chief Operating Officer and Executive Vice President will become a Special Advisor, and James Bry, the Company’s Executive Vice President of Development and
Construction, will depart Seritage and we wish James well on his future endeavors.
An 8-K was filed on April 21, 2021 with additional information.
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; 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 Seritage Growth Properties is a publicly-traded, self-administered and self-managed REIT with 158 wholly-owned properties and 25
unconsolidated properties totaling approximately 26.5 million square feet of space across 41 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 long-term value for shareholders by realizing the value of the Company’s portfolio through leasing, redevelopment, formation of strategic partnerships or other bespoke solutions.
Contact
Seritage Growth Properties
646-277-1268
IR@Seritage.com