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Subsequent Events
3 Months Ended
Feb. 29, 2020
Subsequent Events.  
Subsequent Events

10.    Subsequent Events

 

In accordance with FASB ASC 855, “Subsequent Events,” Griffin has evaluated all events or transactions occurring after February 29, 2020, the balance sheet date, and noted that there have been no such events or transactions which would require recognition or disclosure in the consolidated financial statements as of and for the period ended February 29, 2020, other than the disclosures herein.

 

On March 3, 2020, Griffin’s Board of Directors adopted and approved the 2020 Incentive Award Plan.  The 2020 Incentive Award Plan was effective as of the date it was adopted by the Board, subject to stockholder approval at the 2020 Annual Meeting (see Note 6). 

 

On March 3, 2020, Gordon F. DuGan and Molly North were appointed to serve as Directors of Griffin, effectively immediately. Mr. DuGan was also appointed as Chairman of the Board of Directors. Mr. DuGan and Griffin entered into a Chairmanship and Advisory Agreement ( the “Advisory Agreement”), on March 3, 2020, whereby Mr. DuGan has agreed to also serve as a non-employee advisor to Griffin on, amongst other things, growth strategy, including identifying markets, acquisitions and other transactions, recruitment of key personnel, potential capital raising efforts and general management advice (collectively the “Advisory Services”). As compensation to Mr. DuGan for providing such Advisory Services, Mr. DuGan received: (i) a non-qualified stock option to acquire 48,000 shares of Griffin Common Stock at an exercise price of $45.98 per share under the 2009 Stock Option Plan and (ii) a non-qualified stock option (the “Supplemental Advisor Option”) to acquire 52,000 shares of Griffin Common Stock at an exercise price of $46.91 per share under the 2020 Incentive Award Plan, contingent upon approval of the 2020 Incentive Award Plan by Griffin’s stockholders at the 2020 Annual Meeting. If such approval is not obtained, the Supplemental Advisor Option would be canceled for no consideration, provided that Griffin has agreed to instead grant Mr. DuGan a non-qualified stock option to purchase 50,000 shares of Griffin Common Stock pursuant to the 2009 Stock Option Plan in the 2021 fiscal year.

 

On March 9, 2020, Griffin completed the sale of 53,293 shares of Griffin’s Common Stock at a price per share of $46.91, for cash proceeds of $2,500, in accordance with the Advisory Agreement and pursuant to a Stock Purchase Agreement, dated as of March 5, 2020, between Mr. DuGan and Griffin.

 

During and subsequent to the 2020 first quarter, the world has been impacted by the spread of the coronavirus (COVID-19). It has created significant economic uncertainty and volatility. The extent to which the coronavirus pandemic impacts Griffin’s business, operations and financial results will depend on numerous evolving factors that Griffin is not be able to predict at this time, including: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact on economic activity from the pandemic and actions taken in response; the effect on Griffin’s tenants and their businesses; the ability of tenants to make their rental payments and any closures of tenants’ facilities. Any of these events could materially adversely impact Griffin’s business, financial condition, results of operations or stock price.