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 5, 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 July 5, 2017, the Board of Directors (the “Board”) of Alexandria Real Estate Equities, Inc. (the “Company”) elected Michael A. Woronoff as a director of the Company, to serve until the 2018 annual meeting of stockholders of the Company and until his successor is duly elected and qualifies. The Board also appointed Mr. Woronoff as a member of its Audit Committee and Science & Technology Committee and has determined that Mr. Woronoff is independent in accordance with applicable New York Stock Exchange listing standards and Securities and Exchange Commission (“SEC”) rules.

Mr. Woronoff has been a partner of Proskauer Rose LLP (“Proskauer”) since 2004 and currently serves as the head of Proskauer’s Los Angeles office and west coast corporate and securities practice. Mr. Woronoff is also co-head of Proskauer's global private equity group. Mr. Woronoff advises clients on public and private debt and equity financings, restructuring transactions, and corporate and securities law matters, including SEC reporting, corporate governance and strategic alliances. From 2000 to 2004, prior to joining Proskauer, Mr. Woronoff was a principal of Shelter Capital Partners, a Southern California-based private equity fund that invests in technology and technology-enabled businesses at all stages of development. He received a Juris Doctor degree from the University of Michigan Law School, a Master of Science in Industrial Administration degree from Krannert Graduate School of Management at Purdue University, and a Bachelor of Science in Industrial Management degree from Purdue University.

On his initial election to the Board and pursuant to the terms of the Company’s Amended and Restated 1997 Stock Award and Incentive Plan, Mr. Woronoff received a grant of 1,000 shares of restricted stock of the Company, which shares vest in full on the second anniversary of the date of grant. Mr. Woronoff will also generally participate in the compensation arrangements provided to the Company’s independent directors, as described in the Company's Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 7, 2017, under the caption “2016 Director Compensation Table.”

The press release announcing Mr. Woronoff’s election as a director of the Company is attached hereto as Exhibit 99.1 and is filed herewith.

Item 9.01Financial Statements and Exhibits

(d)    Exhibits

99.1    Press Release, dated July 6, 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 7, 2017	By:	/s/ Dean A. Shigenaga
			Dean A. Shigenaga
			Chief Financial Officer

EX-99.1

For Immediate Release

Contact: Joel S. Marcus

Chairman, Chief Executive Officer & Founder

Alexandria Real Estate Equities, Inc.

(626) 578-9693

Alexandria Real Estate Equities, Inc. Elects Michael A. Woronoff to Board of Directors

PASADENA, Calif., July 6, 2017 – Alexandria Real Estate Equities, Inc. (NYSE:ARE) announced today that its Board of Directors has elected Michael A. Woronoff as an independent director. The Company’s Board of Directors has also appointed Mr. Woronoff to serve as a member of the Audit Committee and the Science & Technology Committee. Mr. Woronoff is an “audit committee financial expert” within the meaning of the rules of the Securities and Exchange Commission (SEC) and is an independent director in accordance with New York Stock Exchange (NYSE) listing standards and SEC rules. His term will run until the 2018 annual meeting of stockholders of the Company.

Mr. Woronoff is a partner of Proskauer Rose LLP (Proskauer), head of Proskauer’s Los Angeles office and its West Coast corporate and securities practice and a member of the firm’s Executive Committee. Mr. Woronoff advises clients on a variety of corporate and securities law matters, including SEC reporting obligations, corporate governance and strategic alliances.

Mr. Woronoff has been repeatedly recognized by leading legal and business publications, including The American Lawyer, Chambers Global, Chambers USA, the Los Angeles Business Journal and The Wall Street Journal. The Best Lawyers in America has recognized him eight times and named him the 2016 “Lawyer of the Year” for Corporate Law in Los Angeles. In 2016, the Daily Journal named him one of the “Top 100 Lawyers in California” for the fifth time.

Prior to joining Proskauer in 2004, Mr. Woronoff co-founded and was a principal of Shelter Capital Partners, a Southern California-based private equity fund that invests in technology and technology-enabled businesses at all stages of development. Prior to joining Shelter in 2000, Mr. Woronoff was a partner at Skadden, Arps, Slate, Meagher & Flom LLP, where he practiced corporate and securities law for 15 years. He received a Juris Doctor degree from the University of Michigan Law School, a Master of Science in Industrial Administration degree from Krannert Graduate School of Management at Purdue University and a Bachelor of Science in Industrial Management degree from Purdue University.

“We are honored and pleased to welcome Mr. Woronoff to our Board of Directors,” said Joel S. Marcus, founder, chief executive officer and chairman of Alexandria Real Estate Equities, Inc. “Mr. Woronoff is an exceptional business leader with important experience in corporate and securities law and capital market transactions. We believe Alexandria will greatly benefit from his unique leadership talent, expertise, experience and mentorship.”

About Alexandria Real Estate Equities, Inc.

Alexandria Real Estate Equities, Inc. (NYSE:ARE), an S&P 500^® company, is an urban office REIT uniquely focused on collaborative life science and technology campuses in AAA innovation cluster locations, with a total market capitalization of $14.5 billion and an asset base in North America of 28.2 million square feet as of March 31, 2017. The asset base in North America includes 20.1 million RSF of operating properties, including 1.6 million RSF of development and redevelopment of new Class A properties currently undergoing construction. Founded in 1994, Alexandria pioneered this niche and has since established a significant market presence in key locations, including Greater Boston, San Francisco, New York City, San Diego, Seattle, Maryland and Research Triangle Park. Alexandria has a longstanding and proven track record of developing Class A properties clustered in urban life science and technology campuses that provide its innovative tenants with highly dynamic and collaborative environments that enhance their ability to successfully recruit and retain world-class talent and inspire productivity, efficiency, creativity and success. We believe these advantages result in higher occupancy levels, longer lease terms, higher rental income, higher returns and greater long-term asset value. For additional information on Alexandria, please visit www.are.com.

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