Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 17, 2022, Mr. Barry Porter resigned from the board of directors (the
"Board") of Hudson Pacific Properties, Inc. (the "Company") due to his desire to
devote more of his time to other professional commitments. In tendering his
resignation, Mr. Porter expressed no disagreement with the Company.
Concurrent with Mr. Porter's resignation, our Board of Directors voted to
appoint Mr. Ebs Burnough as his successor. Mr. Burnough has also joined the
Compensation Committee of the Board.
Mr. Burnough will receive the standard non-employee director compensation for
serving on the Board, including a pro-rated portion of the annual grant of
restricted stock units, which will vest in equal one-third installments on the
first, second and third anniversaries of the date of the Company's 2022 annual
meeting of stockholders (based upon continued service). In addition, the Company
and Mr. Burnough expect to enter into the Company's standard form of
indemnification agreement for its non-employee directors to be effective as of
March 17, 2022, which requires the Company to indemnify each indemnitee to the
fullest extent permitted by the Maryland General Corporation Law. For a
description of the Company's compensation program for its non-employee
directors, please see the Company's Proxy Statement for its 2021 annual meeting
of stockholders, filed with the Securities and Exchange Commission on April 1,
2021. For a description of the Company's indemnification agreements, please see
the Company's Proxy Statement for its 2015 annual meeting of stockholders, filed
with the Securities and Exchange Commission on April 2, 2015.
On March 22, 2022, the Company issued a press release announcing the appointment
of Mr. Burnough to its Board. A copy of the press release is furnished herewith
as Exhibit 99.1. Exhibit 99.1 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, or the Exchange Act, or
otherwise subject to the liabilities under that Section and shall not be deemed
to be incorporated by reference into any filing of the Company under the
Securities Act of 1933 or the Exchange Act.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On March 17, 2022, the Board adopted and approved the First Amendment to the
Second Amended and Restated Bylaws of Hudson Pacific Properties, Inc. in order
to replace Article XIV of the existing bylaws in its entirety with a revised
Article XIV, which now permits stockholders to amend the Company's bylaws by the
affirmative vote of the holders of a majority of the outstanding shares of
common stock of the Company pursuant to a binding proposal submitted by a
stockholder that satisfies the ownership and other eligibility requirements of
Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for the
periods and as of the dates specified therein.
A stockholder proposal submitted under the amended Article XIV may not (i)
alter, amend or repeal Article XII, which provides for indemnification of
directors and officers of the Company, (ii) alter, amend, or repeal Article XIV
or (iii) adopt, alter, amend or repeal any provision of the bylaws in a manner
that would be inconsistent with Article XII or Article XIV, in each case,
without the approval of the board of directors.
The foregoing description is qualified in its entirety by reference to a copy of
the First Amendment to the Second Amended and Restated Bylaws of Hudson Pacific
Properties, Inc. filed as Exhibit 3.1 to this Form 8-K, which is incorporated by
reference herein.
Item 9.01 Financial Statements and Exhibits
Exhibit
No. Description
3.1 First Amendment to Second Amended and Restated Bylaws
99.1** Press release dated March 22, 2022 announcing appointment of Ebs Burnough
_____________
** Furnished herewith.
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