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): September 1, 2019
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective September 1, 2019, the Board of Directors (the “Board”) of Douglas Emmett, Inc. (the “Company”) elected Johnese Spisso, RN, MPA, as a member of the Board with a term ending as of the Company’s 2020 annual meeting of stockholders. Additionally, the Board appointed Ms. Spisso to the Nominating and Corporate Governance Committee of the Board. Ms. Spisso’s election increases the size of the Board to 10 directors.
Ms. Spisso has been the President of UCLA Health, Chief Executive Officer of UCLA Hospital System and Associate Vice Chancellor of UCLA Health Sciences since 2016. Previously, Ms. Spisso worked for over 20 years at University of Washington Medicine in Seattle, most recently as Chief Health System Officer and Vice President, Medical Affairs of the University of Washington School of Medicine. She holds a master’s degree in health care administration and public administration from the University of San Francisco, a bachelor’s degree in health sciences from Chapman College, and an RN from the St. Francis School of Nursing.
In connection with her appointment, Ms. Spisso is eligible to participate in the Company's compensation programs for non-employee directors approved by the Nominating and Corporate Governance Committee of the Board, as disclosed in the Company’s most recent proxy statement, as in effect from time to time. Pursuant to these programs as currently applicable, Ms. Spisso will receive an annual retainer of $220,000 payable in long term incentive plan units ("LTIPs"), under the Company’s 2016 Omnibus Stock Incentive Plan, with a prorated LTIP grant for the period from September 1, 2019 to December 31, 2019.
There are no transactions that require disclosure under Item 404(a) of Regulation S-K regarding Ms. Spisso.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Description | |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 thereunto duly authorized.
DOUGLAS EMMETT, INC. | |||
Dated: | September 4, 2019 | By: | /s/ PETER D. SEYMOUR |
Peter D. Seymour | |||
Chief Financial Officer | |||