As filed with the Securities and Exchange Commission on August 17, 2023
Registration No. 333-  
 
 _____________________________________________________________________________________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
 
 
FORM S-8
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________________________
 
 
DOUGLAS EMMETT, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________
 
 
Maryland 20-3073047
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
 
1299 Ocean Avenue, Suite 1000
Santa Monica, California
 

90401
(Address of principal executive offices) (Zip code)

 
DOUGLAS EMMETT, INC. 2016 OMNIBUS STOCK INCENTIVE PLAN
(As Amended May 24, 2023)
(Full title of the plan)
 
Peter D. Seymour
Chief Financial Officer
1299 Ocean Avenue, Suite 1000
Santa Monica, California 90401
(Name and address of agent for service)
 
(310) 255-7700
(Telephone number, including area code, of agent for service)
 
Copy to:
 
Julian T.H. Kleindorfer
Latham & Watkins LLP
355 South Grand Avenue, Suite 100
Los Angeles, CA 90071-1560
Telephone: (213) 485-1234
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 


Large accelerated filerx Accelerated filer
Non-accelerated filer Smaller reporting company
   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. ☐
 
 


EXPLANATORY NOTE
 
This registration statement on Form S-8 is filed pursuant to General Instruction E of Form S-8. On May 24, 2023, the stockholders of Douglas Emmett, Inc. approved an amendment to the Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan (the “2016 Plan”) to, among other things, increase by 19,000,000 the number of common shares, par value $0.01 per share, with respect to which the registrant may make awards under the 2016 Plan. The contents of the registrant’s registration statements on Form S-8 filed on June 20, 2016 (File No. 333-212129) and July 10, 2020 (File No. 333-239816) relating to the 2016 Plan are incorporated herein by reference and made a part hereof.
 
PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Information required by Part I of Form S-8 to be contained in a prospectus meeting the requirements of Section 10(a) of the Securities Act of 1933, as amended, is not required to be filed with the Securities and Exchange Commission, or SEC, and is omitted from this registration statement in accordance with the explanatory note to Part I of Form S-8 and Rule 428 under the Securities Act.
 
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference.
 
The SEC allows us to “incorporate by reference” information into this registration statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this registration statement, except for any information superseded by information in this registration statement.
 
The following documents filed by our company with the SEC are incorporated herein by reference:
 
•Our Annual Report on Form 10-K for the year ended December 31, 2022 (including information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2022 from our Definitive Proxy Statement on Schedule 14A for our 2023 annual meeting of stockholders filed on April 14, 2023);

•Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023;

•Current Reports on Form 8-K filed on May 8, 2023 and May 31, 2023; and

 
All reports (other than portions of Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein) filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, or the Exchange Act, after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
 
 


Item 8. Exhibits.
 
Exhibit No. Exhibit
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
 
 



SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Monica, State of California, on this seventeenth day of August, 2023.
 
 DOUGLAS EMMETT, INC.
 /s/ Jordan L. Kaplan
 Name:Jordan L. Kaplan
 Title:President and CEO
 
POWER OF ATTORNEY
 
Each person whose signature appears below constitutes and appoints Dan A. Emmett and Jordan L. Kaplan, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (and to any registration statement filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 
Signature Title Date
     
/s/ Jordan L. Kaplan President, CEO and Director (Principal Executive Officer) 
August 17, 2023
Jordan L. Kaplan    
     
/s/ Peter D. Seymour Chief Financial Officer (Principal Financial and Accounting Officer) 
August 17, 2023
Peter D. Seymour    
     
/s/ Dan A. Emmett Chairman of the Board of Directors 
August 17, 2023
Dan A. Emmett    
     
/s/ Kenneth M. Panzer Chief Operating Officer and Director 
August 17, 2023
Kenneth M. Panzer    
     
/s/ Leslie E. Bider Director 
August 17, 2023
Leslie E. Bider    
     
/s/ Dorene C. Dominguez Director 
August 17, 2023
Dorene C. Dominguez    


     
/s/ Dr. David T. Feinberg Director 
August 17, 2023
Dr. David T. Feinberg    
     
/s/ Ray C. Leonard Director 
August 17, 2023
Ray C. Leonard    
/s/ Virginia A. McFerranDirector
August 17, 2023
Virginia A. McFerran
/s/ Thomas E. O'HernDirector
August 17, 2023
Thomas E. O'Hern
/s/ William E. Simon, Jr.Director
August 17, 2023
William E. Simon, Jr.
/s/ Shirley WangDirector
August 17, 2023
Shirley Wang




Exhibit 5.1

venablefullletterhead.jpg





August 16, 2023
Douglas Emmett, Inc.
1299 Ocean Avenue, Suite 1000
Santa Monica, California 90401
Re:    Registration Statement on Form S-8
Ladies and Gentlemen:
        We have served as Maryland counsel to Douglas Emmett, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of the offering and sale of 19,000,000 additional shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), issuable under the Plan (as defined below), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
        In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1.    The Registration Statement;
2.    The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3.    The Bylaws of the Company, certified as of the date hereof by an officer of the Company;
4.    A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
5.    Resolutions adopted by the Board of Directors of the Company and the Nominating and Corporate Governance Committee of the Board relating to, among other matters, the Second Amendment (as defined below) and the issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;

Douglas Emmett, Inc.
August 16, 2023
Page 2
6.    Minutes of the Company’s 2023 annual meeting of stockholders (the “Stockholder Meeting”), certified as of the date hereof by an officer of the Company;
7.    The Company’s Current Report on Form 8-K, filed with the Commission on May 31, 2023, reporting the results of matters voted on by the Company’s stockholders at the Stockholder Meeting;
8.    The Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan (the “2016 Plan”), as amended by the Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan Amendment No. 1 (the “First Amendment”), and by the Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan Amendment No. 2 (the “Second Amendment,” and, together with the 2016 Plan and the First Amendment, the “Plan”);
9.    A certificate executed by an officer of the Company, dated as of the date hereof; and
10.    Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1.Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.
2.Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3.Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4.All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

Douglas Emmett, Inc.
August 16, 2023
Page 3
5.The Shares will not be issued in violation of any restriction or limitation contained in Article VI of the Charter or in the Plan.
6.    Upon the issuance of any Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
7.    Each award that provides for the potential issuance of a Share pursuant to the Plan (each, an “Award”) will be duly authorized and validly granted in accordance with the Plan, and any Share issued pursuant to any such Award will be issued in accordance with the terms of the Plan and such Award, including any agreement entered into in connection therewith.
        Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1.The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2.The issuance of the Shares has been duly authorized and, when and if delivered against payment therefor in accordance with the Registration Statement, the Resolutions and the Plan, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland, and we do not express any opinion herein concerning any U.S. federal law or the laws of any other jurisdiction. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Venable LLP


Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2016 Omnibus Stock Incentive Plan (as amended May 24, 2023) of Douglas Emmett, Inc. of our reports dated February 17, 2023, with respect to the consolidated financial statements of Douglas Emmett, Inc. and the effectiveness of internal control over financial reporting of Douglas Emmett, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
Los Angeles, California
August 15, 2023


Exhibit 107

Calculation of Filing Fee Table

Form S-8
(Form Type)

Douglas Emmett, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities


Security
Type		Security
Class Title		Fee
Calculation
or Carry
Forward
Rule		Amount
Registered		Proposed
Maximum
Offering
Price Per
Unit		Maximum
Aggregate
Offering
Price		Fee RateAmount of
Registration
Fee
Newly Registered Securities
EquityCommon Stock, $0.01 par value per shareRules 457(c) and 457(h)19,000,000 (1)
$12.96 (2)
$246,240,000
0.00011020
$27,135.65
Total Offering Amounts
$246,240,000
$27,135.65
Total Fee Offsets-
Net Fee Due
$27,135.65


(1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the registrant’s common stock, $0.01 par value per share (the “Common Stock”), that become issuable under the Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan (as amended on May 24, 2023, the “Plan”), by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the registrant’s receipt of consideration that would increase the number of outstanding shares of Common Stock.
(2)    Calculated pursuant to Rules 457(c) and (h) of the Securities Act, based upon the average of the high and low sale prices of the Common Stock reported on the New York Stock Exchange on August 15, 2023.



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