Item 2.02 Results of Operations and Financial Condition. OnNovember 3, 2021 ,Americold Realty Trust (the "Company") issued a press release announcing the Company's financial results for the third quarter endedSeptember 30, 2021 . A copy of the press release as well as a copy of the supplemental information referred to in the press release are available on the Company's website and are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference. The foregoing information is furnished pursuant to Item 2.02, "Results of Operations and Financial Condition,". The information in Item 2.02 of this Current Report on Form 8-K and the exhibits furnished therewith shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(b) Departure of President and Chief Executive Officer and Trustee
OnNovember 2, 2021 , theBoard of Trustees of the Company (the "Board") terminatedMr. Boehler without cause from his position as President and Chief Executive Officer of the Company.Mr. Boehler also resigned as a Trustee of theBoard of Trustees . In connection with his separation, and consistent with the terms of his existing employment agreement,Mr. Boehler will receive the following: (i) 2x the sum of his base salary and target bonus, payable in installments over 24-months; (ii) to the extent applicable performance metrics are achieved, his annual bonus for the 2021 calendar year, pro-rated for a partial year of service; (iii) continued participation in the Company's health and welfare benefit plans for 18 months; and (iv) accelerated vesting of that portion of his restricted stock units (other than those granted inMarch 2017 ) and operating partnership units subject to time-based vesting that would have become vested on the next regularly scheduled vesting date. In addition, a portion ofMr. Boehler's restricted stock units and operating partnership units subject to performance-based vesting, pro-rated to reflect partial service during the performance period, will remain outstanding and eligible to vest based on actual achievement. The foregoing payments and benefits are subject toMr. Boehler's continued compliance with certain restrictive covenants.Mr. Boehler's departure as President and Chief Executive Officer of the Company was not due to any disagreement with the Company or any matter relating to the Company's operations, policies or practices. (c) Appointment of Interim Chief Executive Officer OnNovember 2, 2021 , the Board appointedGeorge F. Chappelle Jr . as the Company's Interim Chief Executive Officer.Mr. Chappelle , age 60, served a variety of leadership roles at Tyson Foods fromJuly 2017 toJanuary 2020 , including as Chief Corporate Services Officer (April 2019 toJanuary 2020 ); General Manager of Emerging Proteins, Research and Development and Logistics (January 2019 toJanuary 2020 ); Chief Operating Officer ofPrepared Foods (January 2018 toDecember 2018 ); and Chief Integration Officer (July 2017 toDecember 2017 ). In addition, he served as the Chief Operating Officer ofAdvancePierre Foods fromJanuary 2014 toJune 2017 .Mr. Chappelle currently serves as Chairman of theBoard of Flagstone Foods (and has served in that role sinceFebruary 2020 ), and as a member of the Boards of Apex International (sinceJanuary 2021 ) andRandall Foods (sinceJanuary 2021 . He previously served as Chairman of theBoard of AGRO Merchants Group fromJuly 2018 toDecember 2020 . There are no family relationships betweenMr. Chappelle and any Company trustee or executive officer, and no arrangements or understandings betweenMr. Chappelle and any other person pursuant to which he was selected as an officer.Mr. Chappelle is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K. -------------------------------------------------------------------------------- In connection with his appointment,Mr. Chappelle entered into an employment agreement datedNovember 2, 2021 (the "Employment Agreement") pursuant to which he will serve as Interim Chief Executive Officer beginning onNovember 2, 2021 and ending on the six-month anniversary of that date (the "Term"), unless the term is mutually extended. During the Term,Mr. Chappelle will receive a monthly base salary of$140,000 and, subject to approval by the Board, he will be granted operating partnership profits units covering 42,183 shares of the Company's common stock, which will be eligible to vest in full upon completion of the Term, subject toMr. Chappelle's continued service through such time and such other terms and conditions as are set forth in the Company's 2017 Equity Incentive Plan and form of award agreement thereunder (the "OP Unit Award"). In the event ofMr. Chappelle's termination by the Company without "cause" or his resignation for "good reason" (each as defined in the Employment Agreement) prior to the completion of the Term,Mr. Chappelle will become entitled to (i) a lump sum payment in an amount equal to the salary he would have received if he had remained employed through the Term; (ii) continued full participation in the Company's health and welfare benefit programs for the remainder of the Term; and (iii) full acceleration of his RSU Award. In the event ofMr. Chappelle's termination due to his death or disability prior to the completion of the Term,Mr. Chappelle will become entitled to full acceleration of his RSU Award. In each case, the separation payments and benefits described are subject toMr. Chappelle executing and making effective a general release of claims against the Company and its affiliates as well asMr. Chappelle's compliance with certain restrictive covenants. The foregoing summary of the Employment Agreement is not complete and is qualified in its entirety by the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. (d) Appointment of Trustees OnNovember 2, 2021 , the Board expanded the size of the board from eight to ten and appointedRobert L. Bass ,George F. Chappelle Jr . andPamela K. Kohn as Trustees of the Company.Mr. Bass was appointed to the nominating and corporate governance committee and investment committee andMs. Kohn was appointed to the audit and compensation committees. Each of Messrs. Bass and Chappelle andMs. Kohn have entered into the Company's standard indemnification agreement for trustees and executive officers. The indemnification agreement provides that the Company will indemnify and advance expenses to the indemnitee to the maximum extent permitted by applicable law and the Company's declaration of trust in effect as of the date of the agreement or to such extent as applicable law and the Company's declaration of trust thereafter from time to time may permit. Pursuant to the Company's trustee compensation program,Mr. Bass andMs. Kohn are each expected to be granted an equity award of operating partnership profits units with a grant date value of$68,150 , subject to vesting based on continued service throughMay 20, 2022 .Mr. Chappelle will not receive any compensation for his services as a trustee during his service as Interim Chief Executive Officer. NeitherMr. Bass norMs. Kohn is a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K. A copy of the press release issued by the Company onNovember 3, 2021 announcing the Company's leadership transition and appointment of three Trustees, which includes additional information concerning each of Messrs. Bass' and Chappelle's andMs. Kohn's background, is attached hereto as Exhibit 99.3 and incorporated herein by reference. Item 7.01 Regulation FD Disclosure The information set forth in Item 2.02 is incorporated by reference into this Item 7.01. The information in Items 2.02 and 7.01 of this Current Report on Form 80-K and the exhibits furnished therewith shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits --------------------------------------------------------------------------------
Exhibit No. Description 10.1 # Employment Agreement datedNovember 2, 2021 by and betweenAmeriCold Logistics, LLC andGeorge F. Chappelle Jr . 10.18 Form of Indemnification Agreement (incorporated by
reference to Exhibit 10.18
toAmericold Realty Trust's Annual Report on Form
10-K for the year ended
December 31, 2020 (File No. 001-34723)) 99.1 Press Release datedNovember 3, 2021 for the third
quarter ended
2021. 99.2 Supplemental Information Package for the third
quarter ended
2021. 99.3 Leadership Transition Press Release datedNovember 3, 2021 .
# This document has been identified as a management contract or compensatory plan or arrangement.
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