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EX-99.1 - EX-99.1 - LIBERTY PROPERTY TRUSTa18-7012_1ex99d1.htm

 

 

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): February 22, 2018

 

LIBERTY PROPERTY TRUST

LIBERTY PROPERTY LIMITED PARTNERSHIP

(Exact name of registrant specified in its charter)

 

Maryland
Pennsylvania

 

1-13130
1-13132

 

23-7768996
23-2766549

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification
No.)

 

500 Chesterfield Parkway
Malvern, PA

 

19355

(Address of principal executive offices)

 

(Zip Code)

 

Registrants’ telephone, including area code: (610) 648-1700

 

 

(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 (see General Instruction A.2. below):

 

o  Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425).

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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  o

 

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.  o

 

 

 



 

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 22, 2018, the Board of Trustees (the “Board”) of Liberty Property Trust (the “Company”) appointed Robert G. Gifford to fill a vacancy on the Board created by the action of the Board to increase its size to 11 members, effective immediately. Mr. Gifford will receive compensation for his service on the Board as a non-employee member of the Board in the same manner as other non-employee members of the Board.  Mr. Gifford has been appointed to serve on the Board’s Audit Committee and Corporate Governance and Nominating Committee.

 

There is no arrangement or understanding between Mr. Gifford and any other persons pursuant to which Mr. Gifford was appointed to serve on the Board. There are no relationships between Mr. Gifford and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.

 

Also on February 22, 2018, Frederick F. Buchholz and M. Leanne Lachman, current members of the Board, both informed the Board that they will not stand for re-election at the Company’s 2018 Annual Meeting of Stockholders.

 

A copy of the press release announcing these matters is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)           Exhibits

 

Exhibit Number

 

Exhibit Title

99.1

 

Press Release dated February 26, 2018

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

LIBERTY PROPERTY TRUST

 

 

 

 

 

 

 

By:

/s/ Herman C. Fala

 

 

Name:

Herman C. Fala

 

 

Title:

Secretary and General Counsel

 

 

 

 

 

LIBERTY PROPERTY

 

LIMITED PARTNERSHIP

 

 

 

 

By:

Liberty Property Trust, its sole

 

 

General Partner

 

 

 

 

 

By:

/s/ Herman C. Fala

 

 

Name:

Herman C. Fala

 

 

Title:

Secretary and General Counsel

 

 

Dated: February 26, 2018

 

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