Amended Current Report Filing (8-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 4, 2022

AMERICOLD REALTY TRUST

(Exact name of registrant as specified in its charter)


Maryland	001-34723	93-0295215
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


10 Glenlake Parkway,	South Tower, Suite 600
Atlanta,	Georgia	30328
(Address of principal executive offices)		(Zip Code)

(678) 441-1400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

Americold Realty Trust: 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.

Americold Realty Trust: ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Shares of Beneficial Interest, $0.01 par value per share

COLD

New York Stock Exchange

Explanatory Note

This Current Report on Form 8-K/A (this “Current Report”) amends the Current Report on Form 8-K filed by Americold Realty Trust (the “Company”) with the Securities and Exchange Commission (the “SEC”) on March 4, 2022 (the “Original Report”) and is being filed in order to correct a scrivenor’s error regarding the amounts payable to Carlos Rodriguez, the Company’s former Executive Vice President and Chief Operating Officer, in connection with his separation from the Company.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 4, 2022, the Company and Carlos Rodriguez, Executive Vice President and Chief Operating Officer, mutually agreed that Mr. Rodriguez’s employment with the Company would terminate, effective immediately. The Company, as part of its efforts to streamline its business operations, has eliminated the position of Chief Operating Officer.

In connection with his separation, and consistent with the terms of his existing employment agreement previously filed with the Securities and Exchange Commission, Mr. Rodriguez will be entitled to an amount equal to (i) one times the sum of his annual base salary and his annual bonus at the target percentage payable over twelve months, beginning on the sixtieth day following the termination date, but with the first payment being a lump sum payment covering all payment periods from the date of termination through the date of such first payment; (ii) payment or reimbursement of welfare plan coverage (other than long- and short-term disability plans), including COBRA premiums for Mr. Rodriguez and his eligible dependents, for up to 12 months; (iii) the next installment of his time-based restricted stock units and operating partnership profits units that would have vested on the next scheduled vesting date after March 4, 2022 will vest on the date of termination; and (iv) a prorated portion of his performance-based restricted stock units and operating partnership profits units will remain eligible to vest based on actual performance through the last day of the performance period, based on the number of days during the performance period that Mr. Rodriguez was employed, subject to his execution and non-revocation of a release of claims and compliance with post-termination restrictive covenants as set forth in his employment agreement.

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.

Date: March 18, 2022