8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15 (d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 16, 2017

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Hudson Pacific Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-34789	27-1430478
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

11601 Wilshire Blvd., Ninth Floor Los Angeles, California	90025
(Address of Principal Executive Offices)	(Zip Code)

(310) 445-5700

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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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 o

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. o

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

(b)On August 16, 2017, our director, Mr. Frank Cohen, resigned from the board of directors of Hudson Pacific Properties, Inc. due to his desire to devote more of his time to other business commitments. His resignation was effective on August 16, 2017. In tendering his resignation, Mr. Cohen expressed no disagreement with the Company.

(d) On August 16, 2017, Andrea Wong was appointed to the Board of Directors of the Company with a term commencing on August 16, 2017 and expiring at the 2018 annual meeting of stockholders. With the appointment of Ms. Wong, the Company’s Board consists of ten directors.

Ms. Wong will receive the standard non-employee director compensation for serving on the Board, including a pro-rated portion of the annual grant of restricted stock units, which will vest in equal one-third installments on the first, second and third anniversaries of the date of the Company’s 2017 annual meeting of stockholders (based upon continued service). In addition, effective August 16, 2017, the Company and Ms. Wong entered into the Company’s standard form of indemnification agreement for its non-employee directors, which requires the Company to indemnify each indemnitee to the fullest extent permitted by the Maryland General Corporation Law. For a description of the Company’s indemnification agreements, please see the Company’s Proxy Statement for its 2017 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 10, 2017. For a description of the Company’s compensation program for its non-employee directors, please see the revised non-employee director compensation program, filed on the Company’s quarterly report for the third quarter, as filed with the Securities and Exchange Commission on November 7, 2014.

On August 18, 2017, the Company issued a press release announcing the appointment of Ms. Wong to its Board of Directors. A copy of the press release is furnished herewith as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1**	Press Release of Hudson Pacific Properties, Inc. dated August 18, 2017.

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**     Furnished herewith.

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.

		HUDSON PACIFIC PROPERTIES, INC.
Date: August 18, 2017	By:	/s/ MARK T. LAMMAS
		Mark T. Lammas
		Chief Operating Officer, Chief Financial Officer and Treasurer

EX-99.1

Hudson Pacific Properties Appoints

Andrea Wong to Board of Directors

Los Angeles, August 18, 2017-Hudson Pacific Properties, Inc. (NYSE: HPP) today announced that entertainment executive and independent director Andrea Wong has been appointed to the company’s Board of Directors effective August 16, 2017. Wong succeeds outgoing board member Frank Cohen of Blackstone.

Wong has served in executive leadership positions for Sony, Lifetime Networks and ABC Television and is currently a director of Liberty Media Corporation, Liberty Interactive Corporation and Hudson’s Bay Company. She is also a Governor of the British Film Institute and a Trustee of the Royal Academy of Arts.

“Hudson Pacific is pleased to welcome Andrea Wong to our Board and is grateful for Frank Cohen’s distinguished service to the company,” said Victor Coleman, Chairman and Chief Executive Officer of Hudson Pacific Properties. “Andrea is a highly accomplished entertainment executive and an experienced board member who will be pivotal to our company’s ongoing success. Frank’s leadership has been instrumental in executing Hudson Pacific’s growth strategy over the past few years.”

Wong most recently was President, International Production for Sony Pictures and President, International for Sony Pictures Entertainment in London. In those roles, Wong was responsible for 18 overseas production companies around the world. Among her accomplishments were bringing Golden Globe winner The Crown to Sony.Previously, Wong served as President and CEO of Lifetime Networks, where she was responsible for Lifetime Television, Lifetime Movie Network, Lifetime Real Women and Lifetime Digital. At Lifetime, she launched the hit drama series Army Wives, Lifetime’s top-rated original series. She also brought the unscripted hit series Project Runway to the network. Prior to that, Wong was Executive Vice President, Alternative Programming, Specials and Late Night at ABC, where she developed shows such as The Bachelor, the U.S. version of Dancing With The Stars and the Emmy-award winning Extreme Makeover: Home Edition. Wong graduated from the Massachusetts Institute of Technology with a degree in electronic engineering and earned an MBA from Stanford Graduate School of Business.

About Hudson Pacific Properties

Hudson Pacific Properties is a vertically integrated real estate company focused on acquiring, repositioning, developing and operating high quality office and state-of-the-art media and entertainment properties in select West Coast markets. Hudson Pacific invests across the risk-return spectrum, favoring opportunities where it can employ leasing, capital investment and management expertise to create additional value. Founded in 2006 as Hudson Capital, the company went public in 2010, electing to be taxed as a real estate investment trust. Through the years, Hudson Pacific has strategically assembled a portfolio totaling over 18 million square feet, including land for development, in high growth, high-barrier-to-entry submarkets throughout Northern and Southern California and the Pacific Northwest. The company is a leading provider of design-forward, next-generation workspaces for a variety of tenants, with a focus on Fortune 500 and leading growth companies, many in the technology, media and entertainment sectors. As a long-term owner, Hudson Pacific prioritizes tenant satisfaction and retention, providing highly customized build-outs and working proactively to accommodate tenants’ growth. Hudson Pacific trades as a component of the Russell 2000® and the Russell 3000® indices. For more information visit HudsonPacificProperties.com.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events, or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the company’s control that may cause actual results to differ significantly from those expressed in any forward-looking statement. All forward-looking statements reflect the company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Furthermore, the company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause the company’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission, or SEC, on February 21, 2017, and other risks described in documents subsequently filed by the company from time to time with the SEC.

Investor/Media Contacts:

Hudson Pacific Properties

Laura Campbell

Vice President, Head of Investor Relations

310.622.1702

lcampbell@hudsonppi.com

Greg Berardi

Blue Marlin Partners

415.239.7826

greg@bluemarlinpartners.com