Iron Mountain Incorporated (Delaware) filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$IRM
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 6, 2024
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | |||||||
(Address of Principal Executive Offices)
(Zip Code)
(617 ) 535-4766
(Registrant’s Telephone Number, Including Area Code)
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:
Securities Registered Pursuant to Section 12(b) of the Act:
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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
On December 6, 2024, the board of directors (the “Board”) of the Company elected June Yee Felix, age 68, to serve as a director of the Company effective January 1, 2025. There are no arrangements or understandings between Ms. Felix and any other persons pursuant to which she was elected as a director, and Ms. Felix has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Felix does not have a family relationship with any member of the Board or any executive officer of the Company. Effective January 1, 2025, Ms. Felix will serve on the Audit Committee and the Risk and Safety Committee of the Board.
Ms. Felix is an accomplished global executive with three decades of extensive leadership experience in the financial services, fintech and technology sectors. From 2018 to 2023, Ms. Felix was Group CEO of IG Group plc, a global fintech company, having served on its board as a non-executive director from 2015 to 2018. Ms. Felix was a regional president at Verifone from 2014 to 2018, and also held senior leadership positions at Citibank, IBM and Chase Manhattan Bank during her career. Since 2021, Ms. Felix has served as a non-executive director of RELX PLC, a global provider of information-based analytics and decision tools, and has been an advisory board member of the London Technology Club since 2018. Ms. Felix holds a bachelor’s degree in chemical engineering and pre-med from the University of Pittsburgh.
For her service as a director, Ms. Felix will be entitled to the compensation that the Company generally provides to its non-employee directors. A summary of the Company’s currently-effective compensation plan for non-employee directors (the “Director Compensation Plan”) is filed as Exhibit 10.51 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”), and is incorporated by reference herein. Ms. Felix will also be able to participate in the Iron Mountain Incorporated Directors Deferred Compensation Plan, which is filed as Exhibit 10.52 to the 2023 Annual Report. Effective January 1, 2025, pursuant to the Director Compensation Plan, Ms. Felix will receive a prorated annual grant of restricted stock units (“RSUs”) under the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan. Each RSU represents the right to receive one full share of the Company’s common stock, and the RSUs will vest immediately upon grant.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
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.
| IRON MOUNTAIN INCORPORATED | |||||
| By: | /s/ Michelle Altamura | ||||
| Name: | Michelle Altamura | ||||
| Title: | Executive Vice President, General Counsel and Secretary | ||||
Date: December 9, 2024