SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
January 29, 2013 (January 28, 2013)
American Realty Capital Trust IV, Inc.
(Exact Name of Registrant as Specified in
(State or Other Jurisdiction of Incorporation)
|(Commission File Number)
||(IRS Employer Identification No.)|
405 Park Avenue, 15th Floor
New York, New York 10022
|(Address, including zip code, of Principal Executive Offices) |
|(Registrant’s Telephone Number, Including Area Code)|
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))
||Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.|
On January 28, 2013, the board of directors (the “Board”)
of American Realty Capital Trust IV, Inc. (the “Company”) appointed Edward M. Weil, Jr. and William G. Stanley as directors
of the Company. Mr. Stanley will serve as an independent director of the Company.
Edward M. Weil, Jr.
Mr. Weil has served as the president, chief operating
officer, treasurer and secretary of the Company, the Company’s advisor and the Company’s property manager since
their formation in February 2012. Mr. Weil served as an executive officer of American Realty Capital Trust, Inc.
(“ARCT”), the ARCT advisor and the ARCT property manager from their formation in August 2007 through March 2012.
Mr. Weil has served as an executive officer of American Realty Capital New York Recovery REIT, Inc. (“NYRR”), the
NYRR property manager and the NYRR advisor since their formation in October 2009. Mr. Weil has served as the executive vice
president and secretary of the Phillips Edison-ARC Shopping Center REIT Inc. advisor since its formation in December 2009.
Mr. Weil has served as an executive officer of American Realty Capital – Retail Centers of America, Inc. (“ARC
RCA”) and the ARC RCA advisor since their formation in July 2010 and May 2010, respectively. Mr. Weil has served as an
executive officer of American Realty Capital Healthcare Trust, Inc. (“ARC HT”), the ARC HT advisor and the ARC HT
property manager since their formation in August 2010. Mr. Weil has served as a director of American Realty Capital Trust
III, Inc. (“ARCT III”) since February 2012 and as an executive officer of ARCT III, the ARCT III advisor and the
ARCT III property manager since their formation in October 2010. Mr. Weil has served as an executive officer, and, beginning
in March 2012, a director, of American Realty Capital Daily Net Asset Value Trust, Inc. (“ARC DNAV”), and has
served as an executive officer of the ARC DNAV advisor and the ARC DNAV property manager since their formation in September
2010. Mr. Weil has served as an executive officer, and, beginning in March 2012, a director, of American Realty Capital
Properties, Inc. (“ARCP”) since its formation in December 2010 and has served as an executive officer of the ARCP
manager since its formation in November 2010. Mr. Weil has been a director and an executive officer of American Realty
Capital Global Trust, Inc. (“ARC Global”), the ARC Global advisor and the ARC Global property manager since their
formation in July 2011, July 2011 and January 2012, respectively. Mr. Weil has served as the president, chief operating
officer, treasurer and secretary of American Realty Capital Healthcare Trust II, Inc. (“ARC HT II”), the ARC HT
II advisor and the ARC HT II property manager since their formation in October 2012. Mr. Weil served as the president,
treasurer and secretary of ARC Realty Finance Trust, Inc. (“ARC RFT”) and the ARC RFT advisor from their
formation in November 2012 until January 2013. Mr. Weil has served as the executive vice president and secretary of the
Business Development Corporation of America (“BDCA”) advisor since its formation in June 2010. Mr. Weil has been
the chief executive officer of Realty Capital Securities, LLC, the Company’s dealer manager, since December 2010. Mr.
Weil was formerly the senior vice president of sales and leasing for AFRT (from April 2004 to October 2006), where he was
responsible for the disposition and leasing activity for a 33 million square foot portfolio of properties. Under the
direction of Mr. Weil, his department was the sole contributor in the increase of occupancy and portfolio revenue through the
sales of over 200 properties and the leasing of over 2.2 million square feet, averaging 325,000 square feet of newly executed
leases per quarter. After working at AFRT, from October 2006 to May 2007, Mr. Weil was managing director of Milestone
Partners Limited and prior to joining AFRT, from 1987 to April 2004, Mr. Weil was president of Plymouth Pump & Systems
Co. Mr. Weil attended George Washington University. Mr. Weil holds FINRA Series 7, 24 and 63 licenses.
William G. Stanley
Mr. Stanley has served as an independent director of NYRR
since October 2009 and BDCA since January 2011. Mr. Stanley also served as an independent director of ARCT from January 2008
until ARCT closed its merger with Realty Income in January 2013. Mr. Stanley is the founder and managing member of Stanley
Laman Securities, LLC, a FINRA member broker-dealer, since 2004, and the founder and president of The Stanley-Laman Group,
Ltd. (“SLG”), a registered investment advisor for high net worth clients since 1997. Mr. Stanley serves on the
Advisory Board of Highland Capital’s, High Cap Group. Highland Capital is a wholly owned subsidiary of National
Financial Partners (NYSE: NFP). The Stanley-Laman Group has two separate groups within the organization, the Planning Group
and the Investment Management Group. The Planning Group represents high worth families and family offices specializing in
business continuity and estate planning using propriety computer models and tax planning techniques that have been
researched, applied and refined over 30 years. SLG represents some of the wealthiest families in the world and has recently
expanded its planning practice to international client matters. The Investment Management Group manages portfolios using
proprietary trading and security selection techniques along with a global economic research. SLG acts as a separate account
manager for other financial advisors nationally through Charles Schwab’s Institutional Separate Account Manager
Platform. Mr. Stanley has earned designations as a Chartered Financial Consultant, Chartered Life Underwriter, and received
his Masters Degree in Financial Services from the American College in 1997. Mr. Stanley served as an auditor for General
Electric Capital from 1977 to 1979 and as a registered representative for Capital Analysts, Inc. of Radnor, Pennsylvania, a
national investment advisory firm that specialized in sophisticated planning for high net worth individuals from 1979 to
1991. Mr. Stanley received a B.A. from Concord University and a Masters of Financial Services from The American College. He
has also received the following designations: Chartered Life Underwriter from The American College; Chartered Financial
Consultant from The American College.
Lead Independent Director and Independent Director Compensation
Also on January 28, 2013, the Board appointed Mr. Stanley as
the lead independent director of the Board and the audit committee financial expert. The Board has appointed a lead independent
director to provide an additional measure of balance, ensure the Board’s independence and enhance the Board’s ability
to fulfill its management oversight responsibilities.
The lead independent director chairs meetings or executive sessions
of the independent directors, reviews and comments on Board’s meeting agendas, represents the views of the independent directors
to management, facilitates communication among the independent directors and between management and the independent directors,
acts as a liaison with service providers, officers, attorneys and other directors generally between meetings, serves as a representative
and speaks on behalf of the Company at external seminars, conferences, in the media and otherwise and otherwise assumes such responsibilities
as may be assigned to him by the Board. Consistent with current practices, the Company will compensate Mr. Stanley for acting as
lead independent director.
The Company’s management believes that having a majority
of independent, experienced directors, including a lead independent director with specified responsibilities on behalf of the Board,
provides the right leadership structure for the Company and is best for the Company and its stockholders at this time.
In addition to base independent director compensation, Mr. Stanley
will receive $55,000 annually for serving as the Company’s lead independent director. Under the restricted share plan, Mr.
Stanley will be entitled to receive an award of 1,333 restricted shares of common stock on the date of appointment and at each
annual stockholder’s meeting. Restricted stock issued to independent directors vest over a five-year period following the
first anniversary of the date of grant in increments of 20% per annum.
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.
||AMERICAN REALTY CAPITAL TRUST IV, INC.|
|Date: January 29, 2013
||/s/ Nicholas S. Schorsch |
||Nicholas S. Schorsch|
Chief Executive Officer and
Chairman of the Board of Directors