Education Realty Trust, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 7, 2008 (January 1, 2008)
Education Realty Trust, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Maryland
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001-32417
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201352180 |
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| (State or Other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| of Incorporation)
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Identification No.) |
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| 530 Oak Court Drive, Suite 300 |
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| Memphis, Tennessee
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38117 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
(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 Securities 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))
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| Item 5.02. |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers. |
Effective January 1, 2008, Education Realty Trust, Inc. (the “Company”) executed new
employment agreements with its executive officers. The new employment agreements were previously
approved by the Company’s Compensation Committee and replace prior employment agreements executed
with each of the executive officers. The material terms of each of the agreements, which are
substantially similar to the terms of the previous employment agreements, are described below. All
of the previous employment agreements were for an initial three-year term that would have ended
January 31, 2008, except for Thomas Trubiana’s agreement which contained an initial three-year term
that would have ended March 1, 2008. The new employment agreements are attached hereto as exhibits
to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing summary
is qualified in its entirety by reference to the full text of each exhibit.
Each of the agreements provides for a three-year term, which may renew automatically for
one-year periods beginning on the third anniversary of the effective date. Each executive officer
will be paid an annual base salary to be adjusted annually at the discretion of the Company’s
Compensation Committee. Upon a change of control, each executive officer’s previously granted and
unvested restricted stock shares shall automatically vest.
Paul O. Bower, Chief Executive Officer and President. Mr. Bower is entitled to an annual
bonus of up to 100% of his base salary. If Mr. Bower’s employment is terminated by the Company
without cause, or by Mr. Bower for good reason or due to the death or disability of Mr. Bower, he
will be entitled to post-termination benefits, including the continuation of his then current base
salary for the remainder of the three-year term or for a period of 12 months, whichever is longer.
In the event Mr. Bower either is terminated without cause or he resigns for good reason within one
year after a change of control, he will be entitled to a separation payment equal to 2.99 times the
sum of his then current base salary and his average bonus for the two-year period prior to the
change of control. Mr. Bower will be subject to a non-competition covenant for three years after
his employment with the Company ends.
Randall H. Brown, Executive Vice-President, Chief Financial Officer, Treasurer and Secretary.
Mr. Brown is entitled to an annual bonus of up to 100% of his base salary. If Mr. Brown’s
employment is terminated by the Company without cause, or by Mr. Brown for good reason or due to
the death or disability of Mr. Brown, he will be entitled to post-termination benefits, including
the continuation of his then current base salary for the remainder of the three-year term, up to
two years, or for a period of 12 months, whichever is longer. In the event Mr. Brown either is
terminated without cause or he resigns for good reason within one year after a change of control,
he will be entitled to a separation payment equal to two times the sum of his then current base
salary and his average bonus for the two-year period prior to the change of control. Mr. Brown will
be subject to a non-competition covenant for two years after his employment with the Company ends.
Craig L. Cardwell, Executive Vice-President and President of Allen & O’Hara Education
Services, Inc. Mr. Cardwell is entitled to an annual bonus of up to 100% of his base salary. If
Mr. Cardwell’s employment is terminated by the Company without cause, or by Mr. Cardwell for good
reason or due to the death or disability of Mr. Cardwell, he will be entitled to post-termination
benefits, including the continuation of his then current base salary for the remainder of the
three-year term, up to two years, or for a period of 12 months, whichever is longer. In the
event Mr. Cardwell either is terminated without cause or he resigns for good reason within one year
after a change of control, he will be entitled to a separation payment equal to two times the sum
of his then current base salary and his average bonus for the two-year period prior to the change
of control. Mr. Cardwell will be subject to a non-competition covenant for two years after his
employment with the Company ends.
Thomas Trubiana, Senior Vice-President and Chief Investment Officer. Mr. Trubiana is entitled
to an annual bonus of up to 75% of his base salary. If Mr. Trubiana’s employment is terminated by
the Company without cause, or by Mr. Trubiana for good reason or due to the death or disability of
Mr. Trubiana, he will be entitled to post-termination benefits, including a separation payment
equal to 12 months of his then current base salary. In the event Mr. Trubiana either is terminated
without cause or he resigns for good reason within one year after a change of control, he will be
entitled to a separation payment equal to two times the sum of his then current base salary and his
average bonus for the two-year period prior to the change of control. Mr. Trubiana will be subject
to a non-competition covenant for one year after his employment with the Company ends.
William W. Harris, Senior Vice-President and President of Allen O’Hara Development Company.
Mr. Harris is entitled to an annual bonus of up to 50% of his base salary, to be reduced by any
bonus payments paid to Mr. Harris during the same year pursuant to the On-Campus Student Housing
Development Bonus Plan. If Mr. Harris’s employment is terminated by the Company without cause, or
by Mr. Harris for good reason or due to the death or disability of Mr. Harris, he will be entitled
to post-termination benefits, including a separation payment equal to 12 months of his then current
base salary. In the event Mr. Harris is terminated without cause within one year after a change of
control, he will be entitled to a separation payment equal to 12 months of his then current base
salary. Mr. Harris will be subject to a non-competition covenant for one year after his employment
with the Company ends.
Thomas J. Hickey, Senior Vice-President — Management Services. Mr. Hickey is entitled to an
annual bonus of up to 50% of his base salary. If Mr. Hickey’s employment is terminated by the
Company without cause, or by Mr. Hickey for good reason or due to the death or disability of Mr.
Hickey, he will be entitled to post-termination benefits, including a separation payment equal to
12 months of his then current base salary. In the event Mr. Hickey is terminated without cause
within one year after a change of control, he will be entitled to a
separation payment equal to 12
months of his then current base salary. Mr. Hickey will be subject to a non-competition covenant
for one year after his employment with the Company ends.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits: The following exhibit is being filed herewith to this Current
Report on Form 8-K.
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10.1 |
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Executive Employment Agreement with Thomas Trubiana effective January 1, 2008 |
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10.2 |
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Executive Employment Agreement with Randall H. Brown effective January 1, 2008 |
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10.3 |
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Executive Employment Agreement with Paul O. Bower effective January 1, 2008 |
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10.4 |
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Executive Employment Agreement with Thomas J. Hickey effective January 1, 2008 |
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10.5 |
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Executive Employment Agreement with Craig L. Cardwell effective January 1, 2008 |
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10.6 |
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Executive Employment Agreement with William W. Harris effective January 1, 2008 |
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, hereunto duly authorized.
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EDUCATION REALTY TRUST, INC.
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| Date: January 7, 2008 |
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/s/ Randall H. Brown
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Randall H. Brown |
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Executive Vice President,
Chief Financial Officer,
Treasurer and Secretary |
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INDEX TO EXHIBITS
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10.1 |
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Executive Employment Agreement with Thomas Trubiana effective January 1, 2008 |
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10.2 |
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Executive Employment Agreement with Randall H. Brown effective January 1, 2008 |
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10.3 |
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Executive Employment Agreement with Paul O. Bower effective January 1, 2008 |
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10.4 |
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Executive Employment Agreement with Thomas J. Hickey effective January 1, 2008 |
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10.5 |
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Executive Employment Agreement with Craig L. Cardwell effective January 1, 2008 |
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10.6 |
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Executive Employment Agreement with William W. Harris effective January 1, 2008 |