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
March 10, 2011 (March 9, 2011)
Date of Report (Date of earliest event reported)
FIRST INDUSTRIAL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland
(State or other jurisdiction of
incorporation or organization)
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1-13102
(Commission File Number)
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36-3935116
(I.R.S. Employer
Identification No.) |
311 S. Wacker Drive, Suite 3900
Chicago, Illinois 60606
(Address of principal executive offices, zip code)
(312) 344-4300
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 10, 2011, the Board of Directors of First Industrial Realty Trust, Inc. (the
“Company”) elected Scott A. Musil to serve as Chief Financial Officer of the Company. Mr. Musil,
43, has been acting Chief Financial Officer of the Company since December 2008 and Chief Accounting
Officer of the Company since March 2006. Mr. Musil has also served as Senior Vice President of the
Company since March 2001, Controller of the Company since December 1995, Treasurer of the Company
since May 2002 and Assistant Secretary of the Company since May 1996. In addition, he served as a
Vice President of the Company from May 1998 to March 2001. Prior to joining the Company, he served
in various capacities with Arthur Andersen & Company, culminating as an audit manager specializing
in the real estate and finance industries. Mr. Musil is a certified public accountant. His
professional affiliations include the American Institute of Certified Public Accountants and
National Association of Real Estate Investment Trusts (“NAREIT”).
On March 9, 2011, the Compensation Committee of the Board of Directors of the Company
approved, and on March 10, 2011 the Board of Directors of the Company ratified, criteria for the
Compensation Committee to use when granting awards with respect to 2011 performance to the
Company’s chief executive officer and certain other senior executive officers under the Company’s
incentive compensation plan (the “2011 Executive Officer Bonus Plan”). Award determinations under
the 2011 Executive Officer Bonus Plan will be based on the Company’s achievement of certain
identified thresholds of funds from operations (“FFO”) per share (using the NAREIT definition) per
annum, as FFO may be adjusted by the Compensation Committee in its discretion to exclude the
effects of certain extraordinary items. Achievement of a minimum threshold of adjusted FFO will
qualify each executive officer covered by the 2011 Executive Officer Bonus Plan to receive a bonus.
Achievement by the Company of specifically identified higher levels of performance with respect to
adjusted FFO will qualify each executive officer covered by the 2011 Executive Officer Bonus Plan
to receive 25%, 50%, 75%, 100% or 125%, respectively, of his stated bonus opportunity, subject to
the discretion of the Compensation Committee. Should performance fall between two identified
payout levels, the resulting compensation that may be earned for such performance will be
appropriately prorated.
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| Item 7.01 |
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Regulation FD Disclosure. |
Attached hereto as Exhibit 99.1 is a copy of the Company’s press release dated March 10, 2011,
which contains information regarding Mr. Musil.
The information furnished in this report under this Item 7.01, including the Exhibit attached
hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, except as shall be expressly set forth by specific reference to such filing.