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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 13, 2022

 

 

Pennsylvania Real Estate Investment Trust

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Pennsylvania   001-6300   23-6216339

(State or Other Jurisdiction of

Incorporation or Organization)

  (Commission
File Number)
  (IRS Employer
Identification No.)

 

One Commerce Square

2005 Market Street, Suite 1000

Philadelphia, Pennsylvania

  19103
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (215) 875-0700

 

(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:

 

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))

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

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Shares of Beneficial Interest, par value $1.00 per share    PEI    New York Stock Exchange
Series B Preferred Shares, par value $0.01 per share    PEIPrB    New York Stock Exchange
Series C Preferred Shares, par value $0.01 per share    PEIPrC    New York Stock Exchange
Series D Preferred Shares, par value $0.01 per share    PEIPrD    New York Stock Exchange

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.

In an effort to ensure continuity and stability and to incentivize and retain employees, on May 13, 2022, the Executive Compensation and Human Resources Committee of the Board of Trustees (the “Committee”) of Pennsylvania Real Estate Investment Trust (the “Trust”) approved special cash retention bonuses for certain employees, including a special cash retention bonus of $147,186 for Joseph J. Aristone, Executive Vice President – Head of Leasing, one of the Trust’s named executive officers. The retention bonus will be earned and payable on November 1, 2023, with payment contingent upon Mr. Aristone’s continuous employment by the Trust through the payment date. In connection with the retention bonus, on May 19, 2022, PREIT Services, LLC (“Services”) and Mr. Aristone entered into an amendment to the letter agreement dated May 8, 2013 regarding his participation in the Services Severance Pay Plan for Certain Officers (“Plan”) to provide that, if he receives a severance payment in the event of a change of control under the Plan, such payment would be reduced by the amount of the retention bonus to the extent previously paid.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit
Number

  

Exhibit Description

10.1+    Letter Agreement, dated as of May 19, 2022 by and between PREIT Services, LLC and Joseph J. Aristone
10.2+    Retention Bonus Letter Agreement, dated as of May 19, 2022 by and between PREIT Services, LLC and Joseph J. Aristone*
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

+

Management contract or compensatory plan or arrangement.

*

Mr. Aristone’s personal address has been redacted from this exhibit.


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.

 

    PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Date: May 19, 2022     By:  

/s/ Lisa M. Most

      Lisa M. Most
      Executive Vice President, Secretary and General Counsel
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