Current Report Filing (8-k)
January 24 2022 - 4:31PM
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2022-1-18
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2022-01-18
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2022-01-18
2022-01-18
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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): January 24, 2022 (January 18,
2022)
VERIS RESIDENTIAL, INC.
(Exact Name of Registrant as Specified in
Charter)
Maryland
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1-13274
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22-3305147
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Harborside 3, 210 Hudson St., Ste. 400
Jersey City, New Jersey 07311
(Address of Principal Executive Offices)
(Zip Code)
(732) 590-1010
(Registrant’s telephone number, including
area code)
VERIS RESIDENTIAL, L.P.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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333-57103
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22-3315804
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Harborside 3, 210 Hudson St., Ste. 400
Jersey City, New Jersey 07311
(Address of Principal Executive Offices)
(Zip Code)
(732) 590-1010
(Registrant’s telephone number, including
area code)
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 (see
General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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, par value $0.01
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VRE
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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. ¨
Co-Registrant CIK
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0001067063
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Co-Registrant Amendment Flag
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false
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Co-Registrant Form Type
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8-K
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Co-Registrant DocumentPeriodEndDate
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2022-1-18
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Co-Registrant Written Communications
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false
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Co-Registrant Solicitating Materials
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false
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Co-Registrant PreCommencement Tender Offer
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false
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Co-Registrant PreCommencement Issuer Tender Offer
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false
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Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Independent Consulting Services Agreement with Former Chief Accounting
Officer
In connection with the previously disclosed termination without cause
of Veris Residential, Inc.’s (the “Company”) former Chief Accounting Officer, Giovanni M. DeBari, on January 18, 2022,
the Company and Mr. DeBari entered into an Independent Consulting Services Agreement (the “Consulting Agreement”). Pursuant
to the Consulting Agreement, in exchange for Mr. DeBari’s providing certain consulting, cooperation, and transition services to
the Company through July 13, 2022, Mr. DeBari will receive a consulting fee of $75,000 and will be considered to have remained employed
with the Company through the term of the Consulting Agreement solely for purposes of calculating the prorated vesting of outstanding long-term
incentive plan units of limited partnership interest in Veris Residential, L.P. to which Mr. DeBari may be entitled upon his termination
of employment with the Company.
Mr. DeBari is otherwise eligible to receive the severance payments
and benefits upon such a termination without cause (outside of a change in control) as set forth in his amended and restated employment
agreement with the Company dated as of November 3, 2020 and filed as Exhibit 10.120 to the Company’s Quarter Report on Form 10-Q for the quarter ended September 30, 2020, which is incorporated herein by reference.
The foregoing summary of the Consulting Agreement does not purport
to be complete and is qualified in its entirety by the full text of the Consulting Agreement, which is attached to this Current Report
on Form 8-K as Exhibit 10.1 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, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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VERIS RESIDENTIAL, INC.
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Dated: January 24, 2022
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By:
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/s/ Gary T. Wagner
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Gary T. Wagner
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General Counsel and Secretary
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VERIS RESIDENTIAL, L.P.
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By:
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Mack-Cali Realty Corporation,
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its general partner
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Dated: January 24, 2022
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By:
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/s/ Gary T. Wagner
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Gary T. Wagner
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General Counsel and Secretary
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