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): February 24, 2015

EPR Properties

(Exact name of registrant as specified in its charter)

Maryland	001-13561	43-1790877
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

909 Walnut Street, Suite 200

Kansas City, Missouri 64106

(Address of principal executive office)(Zip Code)

(816) 472-1700

(Registrant’s telephone number, including area code)

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))

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

Retirement of David M. Brain

On February 24, 2015, EPR Properties (the "Company") announced that David M. Brain is retiring from the Company on March 31, 2015 (the "Retirement Date"), and effectively immediately, Mr. Brain will no longer hold the position of Chief Executive Officer and President.

Mr. Brain's base salary and benefit levels currently in effect will continue until the Retirement Date. Mr. Brain will not be eligible to participate in the Company's annual incentive program or the long-term incentive plan for 2015. Additionally, subject to the Company and Mr. Brain entering into an agreement (the "Retirement Agreement"), the Company expects to (a) pay or provide to Mr. Brain retirement severance benefits in the amount applicable to a "termination without cause" under the terms of his Employment Agreement with the Company, dated as of February 28, 2007 (the "Brain Employment Agreement"), and (b) accelerate vesting of 113,900 restricted share awards and 101,640 share options previously granted to him under the Company's annual incentive program and the long-term incentive plan. These severance benefits under the Brain Employment Agreement include a payment of approximately $11.6 million and the continuation of health and medical benefits for a period of 36 months. The Retirement Agreement is expected to also include a release of all claims in favor of the Company and its affiliates. Mr. Brain will continue to be obligated to comply with certain confidentiality, non-competition and non-solicitation provisions contained in the Brain Employment Agreement for a three-year period. In connection with his retirement, Mr. Brain will retire from the Company's Board of Trustees on or about the date of his entry into the Retirement Agreement.

Appointment of Gregory K. Silvers

On February 24, 2015, the Company announced that Gregory K. Silvers, currently the Chief Operating Officer and Executive Vice President of the Company, has been appointed by the Company's Board of Trustees to succeed Mr. Brain as Chief Executive Officer and President, effective immediately. The Board of Trustees has also appointed Mr. Silvers to fill the vacancy on the Board of Trustees which will result from Mr. Brain's retirement.    

Mr. Silvers, 51, was appointed the Company's Executive Vice President in February 2012 and Secretary in January 2015. From 1998 until this appointment, he served as Vice President. He also served as the Company's Chief Operating Officer since 2006 and Chief Development Officer since 2001, and he previously served as Secretary and General Counsel from 1998 until October 2012. From 1994 to 1998, he practiced with the law firm of Stinson Leonard Street LLP specializing in real estate law. Silvers received his J.D. in 1994 from the University of Kansas.

There is no arrangement or understanding between Mr. Silvers and any other persons pursuant to which he was appointed Chief Executive Officer, President and Trustee of the Company, and there is no family relationship between Mr. Silvers and any Trustees or executive officers of the Company. Mr. Silvers is not currently engaged, and has not during the last fiscal year been engaged, in any transactions with the Company or its subsidiaries that are required to be disclosed under Item 404(a) of Regulation S-K, nor have any such transactions been proposed. The Company has not entered into, or amended, any material plan, contract or arrangement with Mr. Silvers in connection with the foregoing appointments, nor has the Company made any grants or awards to Mr. Silvers in connection therewith.

Item 7.01Regulation FD Disclosure.

On February 24, 2015, the Company issued a press release announcing the matters described above. The Company's press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. The information set forth in this Item 7.01 and Exhibit 99.1 is being "furnished" and shall not be deemed "filed" for the purposes of or otherwise subject to liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release, dated February 24, 2015.

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.

EPR PROPERTIES
By:	/s/ Mark A. Peterson
	Mark A. Peterson
	Senior Vice President, Treasurer and Chief Financial Officer

Date: February 24, 2015

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release, dated February 24, 2015

EX-99.1

Exhibit 99.1

EPR PROPERTIES CHIEF EXECUTIVE OFFICER TO RETIRE

Board of Trustees Appoints Gregory Silvers as New Chief Executive Officer

Kansas City, MO (February 24, 2015) - EPR Properties (NYSE:EPR), a leading specialty real estate investment trust (REIT) with a total market capitalization of over $5 billion, announced today that David M. Brain is retiring from the company on March 31, 2015 and Gregory K. Silvers, currently the Chief Operating Officer and Executive Vice President of the company, has been appointed by the Board of Trustees to succeed Brain as Chief Executive Officer and President, effective immediately.

“We are grateful to David for the leadership he has provided by growing the Company to our current position,” said Robert Druten, Chairman of the Board. “The Board also unanimously supports Greg as he ascends to lead the Company. We have complete confidence in him. Greg has demonstrated his vision for the future and leads with a disciplined, strategic approach to growth.”

Druten announced that Silvers will also join the Board of Trustees.

Brain commented, “I have had the privilege of serving and leading EPR for more than 17 years. I have worked side by side with Greg and am very confident that he is the right person to lead the Company in the future. He has built strong personal relationships with our customers, shareholders and the investment community.”

“I am honored to have partnered with David over many years to build this successful company and to lead EPR into the future,” Silvers stated. ”I look forward to leading the highly talented team at EPR that has propelled our past success and who will be the key to our future growth.”

About Gregory K. Silvers

Silvers was appointed EPR’s Executive Vice President in February 2012. From 1998 until this appointment, he served as Vice President. He also served as EPR’s Chief Operating Officer since 2006 and Chief Development Officer since 2001, and he previously served as Secretary and General Counsel from 1998 until October 2012. From 1994 to 1998, he practiced with the law firm of Stinson Leonard Street LLP specializing in real estate law. Silvers received his J.D. in 1994 from the University of Kansas.

About EPR Properties

EPR Properties is a specialty REIT that invests in properties in select market segments which require unique industry knowledge, while offering the potential for stable and attractive returns. Our total investments exceed $4.0 billion and our primary investment segments are entertainment, recreation and education. We adhere to rigorous underwriting and investing criteria centered on key industry and property level cash flow standards. We believe our focused niche approach provides a competitive advantage and the potential for higher growth and better yields.

Contact

EPR Properties

Brian Moriarty 1-888-EPR-REIT

Vice President - Corporate Communications

brianm@eprkc.com

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to our acquisition or disposition of properties, our capital resources, future expenditures for development projects, and our results of operations and financial condition. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking

statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “anticipates,” “estimates,” “offers,” “plans,” “would” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained or incorporated by reference herein. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q.

For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date hereof or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date hereof.