Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - CatchMark Timber Trust, Inc. | exhibitpressreleasedirecto.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 27, 2018
CATCHMARK TIMBER TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland | 001-36239 | 20-3536671 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5 Concourse Parkway, Suite 2325
Atlanta, Georgia 30328
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (855) 858-9794
Former name or former address, if changed since last report: N/A
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):
[ ] 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))
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 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. |
Appointment of Director
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by CatchMark Timber Trust, Inc. (the “Company”) on January 5, 2018, John F. Rasor notified the Company on December 29, 2017 of his resignation from the Board of Directors (the “Board”), effective December 31, 2017. Mr. Rasor’s resignation from the Board was not due to any disagreement with the Company.
On February 27, 2018, the Board elected Mary E. McBride to fill the vacancy created by the resignation of Mr. Rasor, effective immediately. Ms. McBride will serve as a director until the Company’s next annual meeting of stockholders and until her successor is elected and duly qualified. The Board determined that Ms. McBride meets the requirements for an independent director as provided in the Company’s charter and the listing standards of the New York Stock Exchange. The Board also appointed Ms. McBride to serve on the Board’s Finance and Investment Committee, Compensation Committee, and Nominating and Corporate Governance Committee. The election of Ms. McBride to the Board was not made pursuant to any arrangement or understanding between her and any other person.
Biographical information with respect to Ms. McBride is set forth below:
Mary E. McBride, 62, was President of CoBank, ACB (“CoBank”), a cooperative bank and member of the Farm Credit System serving vital industries across rural America, from 2013 to 2016. Ms. McBride joined CoBank in 1993 and served as Vice President, Loan Policy & Syndications; Senior Vice President and Manager, Corporate Finance Division; Senior Vice President and Manager, Operations Division; Executive Vice President, Communications and Energy Banking Group; and Chief Operating Officer before being appointed Chief Banking Officer in 2010. Before joining CoBank, Ms. McBride was Senior Vice President and Manager, Commercial Lending at First Interstate Bank of Denver, N.A., and prior to that served as Assistant Vice President, Energy & Utilities at First National Bank of Boston. Ms. McBride served on the Biomass Technical Advisory and Research Committee of the U.S. Departments of Energy and Agriculture from 2006 to 2012. She also serves as Chair of Mile High United Way. Ms. McBride received a Bachelor of Arts in Political Science from Wellesley College, a Master of Science in European Studies from the London School of Economics and a Master of Science in Applied Economics and International Management and Finance from the Sloan School of Management at the Massachusetts Institute of Technology.
As of the date of her election to the Board, Ms. McBride will participate in the Company’s Amended and Restated Independent Directors Compensation Plan, which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2015, and is incorporated herein by reference (the “Director Plan”). Pursuant to the Director Plan, the Company granted Ms. McBride approximately $16,438 in shares of Class A common stock in connection with her initial election to the Board. In addition, Ms. McBride will receive a cash retainer of $42,192. Both the stock grant and the cash retainer have been prorated.
Item 7.01. | Regulation FD Disclosure. |
On February 27, 2018, the Company issued a press release announcing the election of Ms. McBride to the Board, as discussed in Item 5.02 above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and such exhibit is incorporated by reference herein.
The information provided in this Item 7.01, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit No. | Description | |
99.1 | ||
SIGNATURE
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 thereunto duly authorized.
CATCHMARK TIMBER TRUST, INC. | ||
Date: February 27, 2018 | By: | /s/ BRIAN M. DAVIS |
Brian M. Davis Senior Vice President and Chief Financial Officer | ||