EPR Properties filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$EPR
Real Estate Investment Trusts
Real Estate
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 6, 2024
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
On September 6, 2024, the Board of Trustees (the "Board") of EPR Properties (the "Company") increased the size of the Board from eight to nine members and elected William P. (Liam) Brown as an independent trustee to fill the vacancy resulting from the increase in the size of the Board. Mr. Brown will serve until the 2025 annual meeting of shareholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal. The Board also appointed Mr. Brown to serve as a member of the Compensation and Human Capital Committee and Audit Committee.
There is no arrangement or understanding between Mr. Brown and any other person pursuant to which Mr. Brown was selected to serve as a trustee of the Company. The Company is not aware of any transactions involving Mr. Brown that are reportable under Item 404(a) of Regulation S-K.
Mr. Brown will be eligible to receive compensation for his service as a trustee in accordance with the Company's standard arrangements for non-employee trustees of the Company, which arrangements are described under the heading "Trustee Compensation" in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2024. The Company also entered into an Indemnification Agreement with Mr. Brown in the same form that the Company has entered into with its other trustees and certain of its officers. The Indemnification Agreement provides for procedures for indemnification by the Company to the fullest extent permitted by law and advancements by the Company of certain expenses and costs relating to claims, suits or proceedings arising from Mr. Brown's services as a trustee of the Company.
The foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the full text of the form of Indemnification Agreement incorporated by reference herein as Exhibit 10.1.
Item 7.01. Regulation FD Disclosure.
On September 9, 2024, the Company issued a press release announcing the election of Mr. Brown to the Board as described above. The Company's press release is attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 7.01.
The information set forth in this Item 7.01, including Exhibit 99.1, is being "furnished" and shall not be deemed "filed" for purposes of, or otherwise subject to, liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the Company's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
| Exhibit | Description | |||||||
| Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023). | ||||||||
| Press release, dated September 9, 2024, issued by the Company. | ||||||||
| 104 | Cover Page Interactive Data Filed (embedded within the Inline XBRL document). | |||||||
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.
| EPR PROPERTIES | |||||||||||
| By: | /s/ Mark A. Peterson | ||||||||||
| Mark A. Peterson | |||||||||||
| Executive Vice President, Treasurer and Chief Financial Officer | |||||||||||
Date: September 9, 2024