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): December 4, 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 December 4, 2023, Mr. Richard B. Fried notified the board of directors (the “Board”) of Hudson Pacific Properties, Inc. (the “Company”) of his resignation from the Board, effective December 31, 2023, due to his desire to devote more of his time to other professional commitments. In tendering his resignation, Mr. Fried expressed no disagreement with the Company.

On December 5, 2023, the Board voted to appoint Mr. Michael Nash as Mr. Fried’s successor, effective January 1, 2024. Mr. Nash will serve on the Audit Committee and the Investment Committee of the Board.

Mr. Nash will receive the standard non-employee director compensation for serving on the Board. In addition, the Company and Mr. Nash expect to enter into the Company’s standard form of indemnification agreement for its non-employee directors to be effective as of January 1, 2024, 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. Nash is the Co-Founder and Chairman of Blackstone Real Estate Debt Strategies. He is a member of the Real Estate Investment Committee for both Blackstone Real Estate Debt Strategies and Blackstone Real Estate Advisors, and he is also Executive Chairman of Blackstone Mortgage Trust. The Company co-invests in several joint ventures with certain affiliates of Blackstone, which have been previously disclosed. There are no arrangements or understandings between Mr. Nash and any other person pursuant to which Mr. Nash was appointed as a director, and, other than the foregoing, Mr. Nash is not a party to any transaction with the Company reportable pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On December 7, 2023, the Company issued a press release announcing the appointment of Mr. Nash to its Board, effective January 1, 2024. A copy of the press release is furnished herewith as Exhibit 99.1. The information being furnished pursuant to this Item 7.01 and 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 Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits



Exhibit No.						Description
99.1**						Press release dated December 7 , 2023 announcing appointment of Michael Nash 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:

December 7, 2023

By:

/s/ Mark Lammas

Mark Lammas
President

Hudson Pacific Properties, Inc.

Press Release

Hudson Pacific Appoints Michael Nash to Board of Directors

____________

LOS ANGELES (December 7, 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 Michael Nash has been appointed to the company’s Board of Directors effective January 1, 2024. Nash will succeed outgoing board member Richard “Rocky” Fried, who will retire from the company’s Board at the end of the year.

Nash is the Co-Founder and Chairman of Blackstone Real Estate Debt Strategies. He is a member of the Real Estate Investment Committee for both Blackstone Real Estate Debt Strategies and Blackstone Real Estate Advisors, and he is also Executive Chairman of Blackstone Mortgage Trust, a NYSE listed REIT. Prior to Blackstone, Nash led Merrill Lynch’s Real Estate Principal Investment Group – Americas. He also served on Hudson Pacific’s Board of Directors from 2015 to 2019.

Victor Coleman, Chairman and CEO commented: “Rocky has been an invaluable advisor, strategist and partner since our IPO, and we are incredibly grateful for his service as Hudson Pacific has grown and evolved over the years. We are very fortunate to welcome Michael Nash back to our Board as his deep expertise with REITs and debt management will be beneficial for business in the current climate.”

Fried commented, “Serving on Hudson Pacific’s Board for the last 13 years has been an honor and a pleasure, and I am heartened to know my Board seat will be filled by Michael Nash, who is uniquely qualified to serve 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 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

Hudson Pacific Properties, Inc.

Press Release

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	Dec. 04, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 04, 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