Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Trustee
On January 10, 2023, the board of trustees (the "Board") of Acadia Realty Trust
(the "Company") voted to appoint Hope B. Woodhouse as a trustee of the Company,
effective as of the same day, to serve until the Company's 2023 annual meeting
of shareholders or until her successor is duly elected and qualifies. The Board
also appointed Ms. Woodhouse to the Nominating and Corporate Governance
Committee (the "NCG Committee") of the Board, effective as of the same day.
Ms. Woodhouse is a seasoned financial executive with substantial experience in
the financial services sector having spent over 25 years in executive management
roles at top-ranked, global alternative asset management firms and broker
dealers. From 2005 to 2009, she served as Chief Operating Officer and as a
member of the management committee of Bridgewater Associates, Inc. Between 2003
and 2005, Ms. Woodhouse was President and Chief Operating Officer of Auspex
Group, L.P., and was Chief Operating Officer and a member of the management
committee of Soros Fund Management LLC from 2000 to 2003. Prior to that, she
held various executive leadership positions, including at Tiger Management
L.L.C., and Salomon Brothers Inc.
Ms. Woodhouse also presently serves as an independent director on the Boards of
Two Harbors Investment Corp. (NYSE: TWO), where she has served since 2012 and is
chair of the Risk Oversight Committee and a member of the Audit Committee, and
Granite Point Mortgage Trust Inc. (NYSE: GPMT), where she has served since 2017
and is chair of the Compensation Committee and a member of the Nominating and
Corporate Governance and Audit Committees. Ms. Woodhouse previously served as a
director of Piper Jaffray Companies (NYSE: PJC), Seoul Securities Co. Ltd.,
Soros Funds Limited, The Bond Market Association and as a member of the
investment committee at Phillips Academy, Andover, Massachusetts. Ms. Woodhouse
received an A.B. degree in Economics from Georgetown University and an M.B.A.
from Harvard Business School.
The Company's compensation program for its non-employee trustees is described in
the Company's Proxy Statement for its 2022 annual meeting of shareholders, filed
with the Securities and Exchange Commission on March 25, 2022, and such
description is incorporated herein by reference.
There are no arrangements or understandings between Ms. Woodhouse and any other
person pursuant to which Ms. Woodhouse was appointed to the Board. There are no
transactions in which Ms. Woodhouse has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
Trustee Retirement
On January 10, 2023, Wendy Luscombe, an independent trustee, member of the Audit
Committee, and chair of the NCG Committee of the Board, retired from the Board.
Ms. Luscombe has served on the Board since 2004 and her retirement, and Ms.
Woodhouse's appointment to the Board, is part of the Board's ongoing commitment
to refreshment.
Item 7.01 Regulation FD Disclosure.
On January 10, 2023, the Company issued a press release announcing Ms.
Woodhouse's appointment to the Board and Ms. Luscombe's retirement, a copy of
which is furnished herewith as Exhibit 99.1. The information in Item 7.01 of
this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is
being "furnished" and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of Section 18, nor shall it be deemed
incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release dated January 10, 2023
104 Cover Page Interactive Data File (formatted as inline XBRL with
applicable taxonomy extension information contained in Exhibits
101.)
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