Form 8-K - Current report

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): November 7, 2023

_________________________________

Hudson Pacific Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-34789

27-1430478

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)


11601 Wilshire Blvd., Ninth Floor
Los Angeles,	California	90025
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 445-5700

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:


☐						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

Common Stock, $0.01 par value

HPP

New York Stock Exchange

4.750% Series C Cumulative Redeemable Preferred Stock

HPP Pr C

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.

On November 7, 2023, Ms. Karen Brodkin notified Hudson Pacific Properties, Inc. (the “Company”) of her resignation from the board of directors (the “Board”) of the Company, which became effective November 8, 2023. Ms. Brodkin’s resignation was due to her desire to devote more of her time to other professional commitments. In tendering her resignation, Ms. Brodkin expressed no disagreement with the Company.

On November 8, 2023, the Board appointed Mr. Robert “Chip” Harris II to the Board to fill the vacancy created by Ms. Brodkin’s resignation. His term will expire at the Company’s annual meeting of stockholders held in 2024 or until his successor is duly elected and qualified or his earlier death, resignation, retirement, disqualification or removal. Mr. Harris will serve on the Nominating and Corporate Governance Committee of the Board, and will serve as Chair of the Compensation Committee. Mr. Harris previously served as member of the Board from December 2014 to March 2023.

Mr. Harris will receive the standard non-employee director compensation for serving on the Board, including a pro-rated portion of the annual grant of restricted stock units, which will vest in equal one-third installments on the first, second and third anniversaries of the date of the Company’s 2023 annual meeting of stockholders (based upon continued service). In addition, the Company and Mr. Harris expect to enter into the Company’s standard form of indemnification agreement for its non-employee directors to be effective as of November 8, 2023, which requires the Company to indemnify each indemnitee to the fullest extent permitted by the Maryland General Corporation Law. For a description of the Company’s compensation program for its non-employee directors, please see the Company’s Proxy Statement for its 2023 annual meeting of stockholders, filed with the Securities and Exchange Commission on March 31, 2023. For a description of the Company’s indemnification agreements, please see the Company’s Proxy Statement for its 2015 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 2, 2015. Mr. Harris’ son, Jack, was a former employee of the Company in its investments department, who, before his resignation in September, earned approximately $291,666. His compensation was comparable with other Company employees in similar positions.

On November 13, 2023, the Company issued a press release announcing the appointment of Mr. Harris to its Board. A copy of the press release is furnished herewith as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or the Exchange Act, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits



Exhibit No.						Description
99.1**						Press release dated November 13, 2023 announcing appointment of Robert "Chip" Harris II to Board
104**						Cover Page Interactive Data File (embedded within the Inline XBRL document)

_____________

** Furnished herewith.

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.

HUDSON PACIFIC PROPERTIES, INC.

Date:

November 13, 2023

By:

/s/ Mark Lammas

Mark Lammas
President

Hudson Pacific Properties, Inc.

Press Release

Hudson Pacific Appoints Robert Harris to Board of Directors

____________

LOS ANGELES (November 13, 2023)—Hudson Pacific Properties, Inc. (NYSE: HPP), a unique provider of end-to-end real estate solutions for tech and media tenants, today announced that Robert “Chip” Harris II has been appointed to the company’s Board of Directors effective November 8, 2023. Harris succeeds outgoing board member Karen Brodkin.

Harris previously served as Chairman of Acacia Research Corporation, a publicly listed company focused on acquiring and operating industrial, healthcare, energy and mature technology businesses. Prior to that, Harris founded and served as President of Entertainment Properties Trust, a publicly listed entertainment, recreation and specialty real estate company. He has also held executive leadership positions at AMC Entertainment and Carlton Browne and Company, Inc. Harris has previously served on Hudson Pacific’s Board, as well as the boards of the George L. Graziadio School of Business and Management at Pepperdine University, CombiMatrix Corporation, True Religion Brand Jeans, the USA Volleyball Foundation and Imperial Bancorp.

“We want to thank Karen for her service to Hudson Pacific, and we are pleased to welcome Chip back to our Board,” said Victor Coleman, Chairman and CEO. “Chip was an excellent Board member for many years and his deep real estate and public company expertise will be invaluable as we continue to create long-term value for our shareholders.”

Brodkin commented, “It has been an honor to serve on Hudson Pacific’s Board. As I turn my focus to my continuing and expanding significant professional commitments, I am pleased to pass the torch to Chip, whose wisdom and experience will once again bring tremendous value to the company.”

About Hudson Pacific Properties

Hudson Pacific Properties (NYSE: HPP) is a real estate investment trust serving dynamic tech and media tenants in global epicenters for these synergistic, converging and secular growth industries. Hudson Pacific’s unique and high-barrier tech and media focus leverages a full-service, end-to-end value creation platform forged through deep strategic relationships and niche expertise across identifying, acquiring, transforming and developing properties into world-class amenitized, collaborative and sustainable office and studio space. For more information visit HudsonPacificProperties.com.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," or "potential" or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events, or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the company's control, which may cause actual results to differ significantly from those

Hudson Pacific Properties, Inc.

Press Release

expressed in any forward-looking statement. All forward-looking statements reflect the company's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Furthermore, the company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause the company's future results to differ materially from any forward-looking statements, see the section entitled "Risk Factors" in the company's Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, and other risks described in documents subsequently filed by the company from time to time with the SEC.

Investor Contact

Laura Campbell

Executive Vice President, Investor Relations & Marketing

(310) 622-1702

lcampbell@hudsonppi.com

Media Contact

Laura Murray

Senior Director, Communications

(310) 622-1781

lmurray@hudsonppi.com

Cover	Nov. 07, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 07, 2023
Entity Registrant Name	Hudson Pacific Properties, Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-34789
Entity Tax Identification Number	27-1430478
Entity Address, Address Line One	11601 Wilshire Blvd., Ninth Floor
Entity Address, Postal Zip Code	90025
Entity Address, City or Town	Los Angeles,
Entity Address, State or Province	CA
City Area Code	310
Local Phone Number	445-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001482512
Amendment Flag	false
Cumulative Preferred Stock
Cover [Abstract]
Title of each class	4.750% Series C Cumulative Redeemable Preferred Stock
Trading Symbol	HPP Pr C
Security Exchange Name	NYSE
Document Information [Line Items]
Title of each class	4.750% Series C Cumulative Redeemable Preferred Stock
Trading Symbol	HPP Pr C
Security Exchange Name	NYSE
Common Stock
Cover [Abstract]
Title of each class	Common Stock, $0.01 par value
Trading Symbol	HPP
Security Exchange Name	NYSE
Document Information [Line Items]
Title of each class	Common Stock, $0.01 par value
Trading Symbol	HPP
Security Exchange Name	NYSE