8-K

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): July 3, 2017

ALEXANDRIA REAL ESTATE EQUITIES, INC.

(Exact name of registrant as specified in its charter)

Maryland	1-12993	95-4502084
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

385 East Colorado Boulevard, Suite 299
Pasadena, California	91101
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (626) 578-0777

N/A

(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:

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))

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    ☐

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.    ☐

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

On and effective July 3, 2017, Alexandria Real Estate Equities, Inc., a Maryland corporation (the “Company”), entered into a Letter Amendment (the “Amendment”) to the Amended and Restated Executive Employment Agreement, dated April 6, 2015 (the “Employment Agreement”), between the Company and Joel S. Marcus, the Company’s Chief Executive Officer (the “Executive”).

The Amendment provides that the Executive will serve as the Company’s Executive Chairman beginning on April 1, 2018 until December 31, 2019 and extended for additional one-year periods thereafter (the “Executive Chairman Period”) unless and until the Company or the Executive provides notice of non-renewal. For each fiscal year ending during the Executive Chairman Period, the Executive shall be eligible to receive an annual long-term incentive compensation award in the form of restricted stock on the same terms provided in the Employment Agreement for fiscal year 2017 except that the target value for each year shall be reduced from $5,500,000 to $2,750,000. In addition, the Amendment provides that from April 1, 2018 through December 31, 2019, the Severance Payment (as defined in the last sentence of Section 4.4(a) of the Employment Agreement) shall be multiplied by two.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Letter Amendment to Amended and Restated Executive Employment Agreement, dated July 3, 2017.

SIGNATURES

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.

		ALEXANDRIA REAL ESTATE EQUITIES, INC.
Date:	July 3, 2017	By:	/s/ Dean A. Shigenaga
			Dean A. Shigenaga
			Chief Financial Officer

EX-10.1

July 3, 2017

Joel S. Marcus

Address on file with the Corporation

Dear Joel:

This letter confirms our recent discussions regarding your service as Executive Chairman and uses the same defined terms as your Amended and Restated Executive Employment Agreement, effective as of January 1, 2015 (your “Employment Agreement”).

Commencement & Term

As contemplated by your Employment Agreement, the Executive Chairman Period will begin on April 1, 2018. The Executive Chairman Period and Termshall continue initially through December 31, 2019 and, beginning at that date, the Executive Chairman Period and Term will be extended each December 31 for an additional one-year period unless you or the Corporation delivers 90 days’ prior written notice of non-renewal to the other.

Duties and Responsibilities as Executive Chairman

Your duties and responsibilities as Executive Chairman will include (but not be limited to) overseeing and assisting the Chief Executive Officer, directing the long-term strategy of the Corporation, overseeing strategic business matters, leading Venture Investments, and the duties and responsibilities listed in the Annex to this letter. Nothing in this letter or your Employment Agreement will preclude you from pursuing writing projects during the Executive Chairman Period (subject, of course, to your compliance with Sections 5 and 6.2 of your Employment Agreement).

Annual Compensation

For each fiscal year ending during the Executive Chairman Period, you will be eligible for an annual Cash Bonus on the same terms as provided by your Employment Agreement for fiscal year 2017. In addition, for each fiscal year ending during the Executive Chairman Period, you also will be eligible to receive an LTI Grant on the same terms provided in your Employment Agreement for fiscal year 2017 except that the target value for each year will be reduced from $5,500,000 to $2,750,000.

Severance

From April 1, 2018 through December 31, 2019, the Severance Payment will be as defined in the last sentence of Section 4.4(a) of your Employment Agreement, except that the resulting amount shall be multiplied by two. The equity-related and other benefits you receive pursuant to the last paragraph of Section 3.4(h)(iii) of your Employment Agreement and the last sentence of Section 4.3(b)(i) of your Employment Agreement upon certain terminations of service for any reason other than for Cause shall be available if your service terminates for any reason other than for Cause on or after December 31, 2019.

Miscellaneous

This letter amends your Employment Agreement, which continues in all other respects in accordance with its terms. Together with your Employment Agreement and the agreements and plans referred to therein, this letter represents the entire understanding between the Corporation and you with respect to the subject matter hereof, and this letter supersedes any and all prior understandings, agreements, plans and negotiations, whether written or oral, with respect to the subject matter hereof. Section 6 of your Employment Agreement (including governing law and mandatory arbitration) is incorporated by reference into this letter.

* * *

If you agree with the foregoing, please sign and return the enclosed copy of this letter, which will become a binding agreement on receipt. We are looking forward to your continued leadership.

Sincerely,

Alexandria Real Estate Equities, Inc.

By:    _____________________________

Name:

Title:

Accepted and Agreed as of the date hereof:

____________________________________

Joel S. Marcus

Annex

Additional Duties and Responsibilities of Executive Chairman

• Lead Thought Leadership vertical.

• Lead Corporate Social Responsibility/Philanthropic vertical (excluding Sustainability).

• Lead Life Science Ecosystem Outreach.

• Oversee and inspire leadership, culture, management and mission.