Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 22, 2022, our Board of Trustees ("Board") adopted resolutions
increasing the size of our Board to seven Trustees. On the same date, pursuant
to a recommendation of our Nominating and Governance Committee, our Board
elected Phyllis M. Hollis as an Independent Trustee in Class II of our Board to
fill the vacancy created by the increase in size of our Board to seven Trustees.
Ms. Hollis has served as the chief executive officer of Hollis Advisory LLC
since 2018. From 2014 until 2018, Ms. Hollis served as chief executive officer,
chief marketing officer and chief operating officer for CAVU Securities, LLC, a
New York based investment bank. Ms. Hollis also founded Egerie Consulting, and
served as its president from 2000 until 2010. In 1994, Ms. Hollis co-founded
Utendahl Capital Partners, a minority owned investment bank. Ms. Hollis is on
the finance and investment committee for Guild Hall, a community arts,
entertainment and education center. Ms. Hollis also currently serves as a
trustee of several other non-profit company boards, mostly involved with the
visual arts, and serves on various committees which include strategic planning,
investments/finance, impact initiatives and marketing. In 2020, Ms. Hollis
launched a weekly podcast, Cerebral Women Art Talks, to promote and provide
marketing services to visual artists, mainly artists of color, female artists
and art professionals.
Our Board concluded that Ms. Hollis is qualified to serve as an Independent
Trustee in accordance with the requirements of The Nasdaq Stock Market LLC, the
Securities and Exchange Commission and our governing documents. For her service
as an Independent Trustee, Ms. Hollis will be entitled to the compensation we
generally provide to our Independent Trustees. There is no arrangement or
understanding between Ms. Hollis and any other person pursuant to which Ms.
Hollis was selected as a Trustee. There are no transactions, relationships or
agreements between Ms. Hollis and us that would require disclosure pursuant to
Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of
1934, as amended.
In connection with her election as an Independent Trustee, we entered into an
indemnification agreement with Ms. Hollis, which agreement is on substantially
the same terms as the indemnification agreements we have entered with our other
Trustees and executive officers. We have previously filed a form of
indemnification agreement entered into by our Trustees with us as Exhibit 10.5
to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021,
which form is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
Exhibit 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
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