Current Report Filing (8-k)
November 14 2019 - 4:33PM
Edgar (US Regulatory)
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0001498828
2019-11-12
2019-11-13
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UNITED STATES
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
Date of Report (Date of earliest event reported):
November 13, 2019
THE HOWARD HUGHES CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction
of incorporation)
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001-34856
(Commission File Number)
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36-4673192
(I.R.S. Employer
Identification No.)
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One Galleria Tower
13355 Noel Road, 22nd Floor
Dallas, Texas 75240
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (214) 741-7744
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:
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock $0.01 par value per share
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HHC
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New York Stock Exchange
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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.
Amendment to Employment Agreement with Peter F. Riley
On November 13, 2019, The Howard
Hughes Corporation (the “Company”) entered into a letter agreement (the “Letter Agreement”)
with Peter F. Riley, the Company’s Senior Executive Vice President, Secretary and General Counsel, amending certain provisions
of Mr. Riley’s employment agreement with the Company, dated as of November 6, 2017 (the “Employment Agreement”)
in connection with the Company’s relocation of its headquarters from Dallas, Texas to the Houston, Texas metropolitan area.
The Letter Agreement provides
that the term of the Employment Agreement will be extended from its current expiration date of November 6, 2022 until December
31, 2025 (unless renewed or earlier terminated in accordance with the Employment Agreement). In connection with the relocation
of his principal residence to the Houston, Texas metropolitan area (which Mr. Riley has acknowledged will not constitute a “good
reason” event under his Employment Agreement), the Letter Agreement provides that Mr. Riley will be treated as a member of
the most senior group of Company employees to whom relocation benefits have been offered in connection with the Company’s
relocation of its headquarters. In addition, (i) if Mr. Riley remains employed with the Company through November 6, 2022, his annual
base salary and annual target bonus will each increase by five percent, to $577,500 and $840,000, respectively (with the annual
target bonus for calendar year 2022 prorated among the target in effect for January 1 through November 5 of such year and the new
target bonus in effect for the remainder of such year), and (ii) if Mr. Riley voluntarily retires from employment with the Company
on or after December 31, 2025, he will continue to be eligible to vest in his outstanding equity awards on their regularly scheduled
vesting dates (with vesting of any performance-based awards subject to achievement of the applicable performance goals). Finally,
if Mr. Riley is terminated by the Company without “cause” (as defined in the Employment Agreement) prior to December
31, 2025, then Mr. Riley’s severance package in the Employment Agreement will also include (i) a repurchase of Mr. Riley’s
principal residence in Houston, Texas by the Company for fair market value, and (ii) reimbursement of Mr. Riley’s reasonable,
documented, and out-of-pocket costs for relocating back to the Dallas, Texas metropolitan area.
The foregoing summary of the Letter Agreement
is not intended to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
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THE HOWARD HUGHES CORPORATION
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By:
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/s/ Paul Layne
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Paul Layne
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Chief Executive Officer
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Date: November 14, 2019
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