Howard Hughes Holdings Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amendments to Employment Agreements
On April 1, 2025, Howard Hughes Holdings Inc., a Delaware corporation (the “Company”) entered into the following amendments to the employment agreements of certain of its executive officers:
| · | Amendment No. 2 (the “O’Reilly Amendment”) to that certain Second Amended and Restated Employment Agreement (the “O’Reilly Employment Agreement”), dated as of December 1, 2020, by and between The Howard Hughes Corporation, a Delaware corporation (“HHC”) and David R. O’Reilly, as previously assigned by HHC to the Company; | |
| · | Amendment No. 2 (the “Olea Amendment”) to that certain Employment Agreement (the “Olea Employment Agreement”), dated as of January 12, 2022, by and between HHC and Carlos Olea, as previously assigned by HHC to the Company; and | |
| · | Amendment No. 1 (the “Valane Amendment” and, collectively with the O’Reilly Amendment and the Olea Amendment, the “Amendments”) to that certain Employment Agreement (the “Valane Employment Agreement” and, collectively with the O’Reilly Employment Agreement and the Olea Employment Agreement, the “Employment Agreements”), dated as of December 29, 2023, by and between the Company and Joseph Valane. |
The respective Amendments modify the respective Employment Agreements as follows:
| · | revise the definition of “Good Reason” in each Executive’s employment agreement such that, among other things, “Good Reason” shall contemplate certain organizational changes, should they occur; | |
| · | add the term “Transaction” to each Executive’s employment agreement, which definition includes any transaction or event (or series of transactions and/or events) that results in any Person having Beneficial Ownership, directly or indirectly, of capital stock representing forty percent (40%) or more of the equity of the Company following such transaction or event, or that otherwise significantly affects the ownership or control of the securities (or all or substantially all of the assets) of the Company and such Transaction does not constitute a Change in Control under the respective Employment Agreement or any other transaction or event that the Board determines constitutes a Transaction within the meaning of the definition (all terms as defined in the respective Amendment or Employment Agreement, as the case may be); | |
| · | provide for certain compensation and benefits to each Executive in the event of the termination of their respective employment agreements within twenty-four (24) months following a Transaction; | |
| · | extend the term of each of Mr. O’Reilly’s and Mr. Olea’s employment agreements until December 31, 2028, to match the end of the existing term of Mr. Valane’s employment agreement; | |
| · | increase Mr. O’Reilly’s annual target Long-Term Incentive Plan (LTIP) award amount to $4,500,000, as previously approved by the compensation committee of the Company’s board of directors as part of its ordinary course annual compensation review process; and | |
| · | make other related changes to the employment agreement of each Executive. |
The O’Reilly Amendment, the Olea Amendment and the Valane Amendment are filed as Exhibits 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K, and the descriptions above are qualified in their entireties by reference to the full text of such exhibits.
Separation with Named Executive Officer
On April 2, 2025, the Company and its President, L. Jay Cross, mutually agreed not to renew Mr. Cross’ employment agreement upon the expiration of its current term on December 1, 2025, which shall be treated as a non-renewal by the Company under his employment agreement. At such time, Mr. Cross will cease to be an officer of the Company.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Exhibit Title | |
| 99.1 | Amendment No. 2 to O’Reilly Employment Agreement | |
| 99.2 | Amendment No .2 to Olea Employment Agreement | |
| 99.3 | Amendment No. 1 to Valane Employment Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| HOWARD HUGHES HOLDINGS INC. | ||
| Date: April 4, 2025 | By: | /s/ Joseph Valane |
| Name: | Joseph Valane | |
| Title: | General Counsel & Secretary | |