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): June 30, 2020

QTS Realty Trust, Inc.

QualityTech, LP

(Exact name of registrant as specified in its charter)

Maryland (QTS Realty Trust, Inc.)	001-36109	46-2809094
Delaware (QualityTech, LP)	333-201810	27-0707288
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File No.)	Identification No.)

12851 Foster Street
Overland Park, KS	66213
(Address of principal executive offices)	(Zip Code)

(913) 814-9988

Registrant’s telephone number, including area code:

Not Applicable

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol	Name of each exchange on which registered:
Class A common stock, $.01 par value	QTS	New York Stock Exchange
Preferred Stock, 7.125% Series A Cumulative Redeemable Perpetual, $0.01 par value	QTS PR A	New York Stock Exchange
Preferred Stock, 6.50% Series B Cumulative Convertible Perpetual, $0.01 par value	QTS PR B	New York Stock Exchange

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)  or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.14b-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.

Retirement of Shirley E. Goza

On December 31, 2020 (the “Retirement Date”), Shirley E. Goza, General Counsel, Vice President, and Secretary of QTS Realty Trust, Inc. (the “Company”) and QualityTech, LP (the “Operating Partnership”), will retire from her positions with the Company, the Operating Partnership and its subsidiaries. Ms. Goza’s base salary and benefit levels currently in effect will continue until the Retirement Date and she will not be eligible to participate in the Company’s annual incentive program or the long-term incentive plan for 2021.

In anticipation of her retirement, on June 30, 2020, the Company, the Operating Partnership and Quality Technology Services, LLC entered into a Retirement and Transition Agreement and Release of all Claims (the “Retirement Agreement”) with Ms. Goza pursuant to which the Company agreed (a) to pay Ms. Goza the bonus amounts earned for her performance and the Company’s performance in 2020 and (b) to allow the continued vesting of restricted share awards and performance-vesting restricted share units (subject to the attainment of the original metrics and goals defined in such awards) previously granted to her under the Company’s annual incentive program and the long-term incentive plan. Ms. Goza agreed to a release of all claims in favor of the Company and its affiliates, and is obligated to continue to comply with certain confidentiality, non-competition, and non-solicitation provisions contained in her Employment Agreement with the Company, dated as of April 3, 2017, until the last vesting date of her outstanding equity awards.

A copy of the Retirement Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 10.1.

Item 7.01 Regulation FD Disclosure.

Appointment of Matt N. Thomson, Jr.

On July 2, 2020, the Company announced that Matt N. Thomson, Jr., 42, will succeed Ms. Goza as General Counsel, Secretary and Vice President of the Company and the Operating Partnership. Mr. Thomson currently is a partner with the international law firm Hogan Lovells US LLP in Washington, D.C., where he has practiced law since joining from another law firm in 2006. Mr. Thomson has represented the Company as outside counsel since 2008, including the Company’s 2013 initial public offering. Mr. Thomson has deep experience in the REIT industry and focuses his practice in the areas of corporate law, securities and capital markets, and mergers and acquisitions, primarily for public companies and their boards. Mr. Thomson earned his J.D. from the University of Tennessee, where he served as Editor-in-Chief of the Tennessee Law Review, and earned his B.S. from Union University. Mr. Thomson will begin work for the Company in a joint capacity with Ms. Goza during the latter part of 2020 in order to provide a smooth transition.

On July 2, 2020, 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.

   (d) Exhibits 

Exhibit Number	Exhibit Description
10.1	Retirement and Transition Agreement and Release of all Claims, dated June 30, 2020, among Shirley E. Goza and QTS Realty Trust, Inc., QualityTech, LP and Quality Technology Services, LLC
99.1	Press release dated July 2, 2020
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 hereunto duly authorized.

	QTS Realty Trust, Inc.
DATE: July 2, 2020		/s/ Chad L. Williams
		Chad L. Williams
		Chief Executive Officer
	QualityTech, LP
	By:	QTS Realty Trust, Inc.,
	its general partner
DATE: July 2, 2020		/s/ Chad L. Williams
		Chad L. Williams
		Chief Executive Officer

EX-10.1

Exhibit 10.1

RETIREMENT AND TRANSITION AGREEMENT

&

RELEASE OF ALL CLAIMS

Shirley E. Goza And
QTS Realty Trust, Inc., QualityTech, LP, Quality Technology Services, LLC and all related

companies

Dated: June 30, 2020

RETIREMENT AND TRANSITION AGREEMENT AND RELEASE OF ALL CLAIMS

The parties to this Retirement and Transition Agreement and Release of Claims (the “Agreement”) are Shirley E. Goza (“Goza”) and QTS Realty Trust, Inc., QualityTech, LP, Quality Technology Services, LLC, and their predecessors, successors, assigns, officers, directors, agents, employees and all affiliated, parent or subsidiary companies or divisions and all related companies, their predecessors, successors, assigns, officers, directors, agents, employees and all affiliated, parent or subsidiary companies or divisions (collectively, the “Company”). Reference is made to the Employment Agreement between QTS Realty Trust, Inc. and Goza effective April 3, 2017, as amended June 23, 2017 (the “Employment Agreement”).

A. Consideration and Post-Retirement Transition Services.

Goza shall retire from the Company on December 31, 2020 (the “Retirement Date”) and, except as provided in the immediately following sentence, shall continue to serve as the General Counsel of the Company from the date hereof to the Retirement Date. The parties agree that the Chief Executive Officer (“CEO”) or the Board of Directors of the Company, in his or their sole discretion, may ask Goza to step down from her position as General Counsel prior to the Retirement Date, but in such case Goza will continue in the Company’s employ until the Retirement Date to work on select projects, in a non-executive capacity, but consistent with Goza’s experience, as may be assigned by the CEO and in connection therewith to serve in an advisory role and/or maintain certain responsibilities and which shall not accelerate the Retirement Date (the “Transition”). The Retirement Date shall be considered the date of termination of her employment for purposes of salary, annual bonus and eligibility to participate in and coverage under all employee benefit plans and programs sponsored or maintained by the Company other than for purposes of vesting in outstanding equity incentive grants, which vesting shall be as set forth below. Goza remains subject to termination for Cause (as defined in the Employment Agreement) prior to the Retirement Date.

Goza agrees that until the Retirement Date (or earlier Transition in which her duties cease to include one or more of the following performance requirements), she shall use best efforts to deliver on certain performance metrics for fiscal year 2020 for the Company as defined separately.

Goza agrees that following the Retirement Date and until the Complete Vest Date (as defined below), she will be subject to the extended non-competition and non-solicitation provisions set forth below and shall provide consulting and advisory services to the Company (the “Transition Services”) for no additional payment other than the ability to continue to vest in outstanding equity awards, not to exceed 10 hours per month.

In consideration for executing this Agreement and not revoking the same and providing the Transition Services, Goza shall be entitled to receive the following payments and benefits, provided she continues in employment through the Retirement Date and is not terminated for Cause prior to such date and continues to provide the Transition Services and complies with the extended non-competition and non-solicitation provisions through the Complete Vest Date:

· If not previously vested in full, all restricted stock and performance stock units granted to Goza outstanding as of immediately prior to the Retirement Date shall continue to vest on the terms set forth in the grant documents, including, for the avoidance of doubt, the TSR and OFFO performance units (the last date upon which such awards become vested, the “Complete Vest Date”). Further, Goza shall have ninety (90) days from the Retirement Date (or, if earlier, the original expiration date that would have applied to the options had Goza not terminated employment) to exercise any stock options that she holds.

· Payment of salary and benefits participation through December 31, 2020, regardless of a termination by the Company not for Cause occurring prior to that date.

· Payment of PY2020 bonus in March of 2021 subject to Company and individual performance as approved by the CEO and Compensation Committee.

The foregoing payments and benefits are subject to withholding for applicable taxes and other legally required deductions as required by law. In addition, Goza will be solely responsible for taxes that result from the treatment of stock options, restricted stock and restricted stock units set forth above.

In exchange for the payments and benefits promised to Goza above, Goza agrees as follows:

· On or before her Retirement Date, whenever requested, Goza shall return all Company property, including Goza’s laptop computer in a condition reasonably acceptable to the Company. Goza also will certify to the Company that she has deleted any Company digital files that she may have stored on a personal device (smartphone, tablet or home computer).

· The term of Goza’s non-compete as set forth in her Employment Agreement shall be extended until the Complete Vest Date.

· As of the date of execution of this Agreement, Goza shall waive her right to terminate her employment for Good Reason after such date.

In consideration for re-executing this Agreement on the Retirement Date and not revoking the same:

· Goza shall be eligible to receive a bonus in respect of the 2020 calendar year (subject to the achievement of Company financial performance objectives applicable to senior executives and individual performance), on the same terms as apply to other executives that remain with the Company.

Goza acknowledges that she is not otherwise entitled to the consideration herein, and is receiving the consideration only in exchange for the execution of this Agreement.

The Company will pay Goza’s reasonable professional fees incurred to negotiate and prepare this Agreement, not to exceed $10,000.00.

B. Release of Claims.

Goza releases and forever discharges Company from all claims of any kind whatsoever now existing that in any way relate to the employment of Goza by or for the benefit of the Company up to the date of the execution and re-execution of this Agreement. The claims released and discharged include, but are not limited to, all claims asserted, or which could have been asserted, under federal, state, or local constitution, law, regulation, ordinance, contract (including the Employment Agreement) or common law that in any way relate to employment, discrimination or harassment in employment, termination of employment, or retaliation with respect to the employment, including but not limited to, claims pursuant to:

1. Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 200e et seq.;

2

2. The Americans with Disabilities Act, as amended, 42 U.S.C. 12101, et seq.;

3. The Family and Medical Leave Act, as amended, 29 U.S.C. 2601, et seq.;

4. The Age Discrimination in Employment Act, as amended, 29 U.S.C. 621, et seq.;

5. Any state anti-discrimination statutes;

6. Any and all claims for alleged breach of an express or implied contract;

7. Any and all tort claims, including but not limited to alleged retaliation for assertion of workers’ compensation rights;

8. Any and all claims under workers’ compensation law; and

9. Any and all claims for attorneys’ fees.

The above provisions of this paragraph B to the contrary notwithstanding, Goza does not release any claims she may have (i) for indemnification under the Employment Agreement, Company charter and by-laws and applicable law or for coverage under the Company directors and officers liability insurance coverage (including Side A coverage); (ii) all accrued and vested benefits under the Company employee benefit plans in which Goza is a participant; and (iii) that cannot be released or waived under applicable law.

C. Covenant Not to Sue.

Goza agrees not to initiate any legal proceeding relating to any of the matters released herein.

D. Future Communications.

Company and Goza each agree not to disparage or make negative comments about the other to any third party. “Company” for this purpose shall refer to any employee in an executive management position with the Company.

E. Nondisclosure of Confidential Information.

Goza acknowledges that during her employment with Company she had access to a variety of confidential information, such as records, lists, knowledge of Company’s customers, suppliers, methods of operations, processes, designs, trade secrets, pricing methods, and financial information. Goza understands that Company considers all of this information confidential and proprietary to Company. Goza agrees not to use or disclose to any person or entity any confidential information she acquired during the course of her employment with Company. Goza agrees not to remove from the premises any of Company’s books, records, customer lists, designs, or other documents or materials. Goza will return to Company all such materials that she has in her possession.

F. Permitted Disclosure.

Nothing in this Agreement (including without limitation, Sections B, C, D, E, G, H or I), in any other agreement between Goza and the Company (including without limitation the Employee/Independent Contractor Proprietary Information, Confidentiality, Inventions and Non-Solicitation Agreement), or in any policy of the Company, restricts or prohibits Goza from reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with, a self-regulatory authority or a government agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation, whether Goza does so as a result of Goza initiating communications directly with or responding to any inquiries from such government agency of entity, and nothing limits Goza’s right to receive any whistleblower award provided for under such laws or regulations. Goza does not need the prior authorization of the Company to engage in such conduct, and Goza does not need to notify the Company that Goza has engaged in such conduct. In addition, such conduct shall not be deemed a breach of any provision of this Agreement or any other agreement with or policy of the Company. For the avoidance of doubt, nothing in this Section F is intended to supersede Section 5.9 of the Employment Agreement.

3

G. Confidentiality.

This Agreement may be specifically enforced and may be used as evidence in an action relating to the breach of this Agreement, but otherwise Goza shall keep this Agreement confidential, until and to the extent not publicly disclosed by the Company, and shall not disclose the existence of this Agreement or its terms to any third parties, except (1) as required by process of law, and (2) to her attorney, financial advisor, and/or significant other, provided that such third party is advised of the Confidentiality Agreement and agrees not to disclose this Agreement or its terms to any other party.

H. Cooperation.

Goza agrees to reasonably cooperate (i) with the Company in the defense of any legal matter involving any matter that arose during Goza’s employment in the business of the Company, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding pertaining to the business of the Company. The Company will reimburse Goza for reasonable travel and out of pocket expenses incurred by Goza in providing such cooperation.

I. Return of Consideration.

Goza agrees that, if she attempts to avoid or set aside any of the terms of this Agreement, she will first return to Company an amount equal to the consideration set forth in paragraph A of this Agreement.

J. No Admission of Liability.

Goza acknowledges that the tender of this consideration is not meant to be construed as an admission of liability or wrongdoing on behalf of the Company, and that any such liability or wrongdoing is expressly denied by the Company.

K. Consultation with Attorney.

Goza acknowledges and agrees that she has been advised in writing to consult with an attorney prior to executing this Agreement.

L. Time to Consider.

Goza acknowledges and agrees that she has been provided a period of twenty-one (21) days within which to consider this Agreement prior to its execution and re-execution. Goza acknowledges and agrees that no material changes have been made to this Agreement since she first received it.

M. Revocation Period.

For a period of seven (7) days following the date on which Goza executes this Agreement, she may revoke this Agreement (the “Revocation Period”), by sending her written, signed and dated request to revoke the Agreement by certified mail to Steve Bloom, at Quality Technology Services, LLC, 12851 Foster Street, Overland Park, KS 66213, and simultaneously providing verbal notification of her revocation request to Steve Bloom 913.312. _________ within seven (7) days of execution of this Agreement. The Agreement shall not become effective or enforceable until the applicable Revocation Period has expired.

4

N. Severability of Provisions.

The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of its provisions shall not affect the validity or enforceability of any of the other provisions.

O. No Other Representations.

Goza acknowledges that no promise or agreement not expressed in this Agreement has been made; that this Agreement is not executed or re-executed in reliance upon any statement or representation made by Company or by any person employed by or representing Company other than the statements contained in the Agreement itself; and that the terms of this Agreement are contractual and not merely recitals.

P. Choice of Law.

The enforcement of this Agreement shall be governed and interpreted by and under the laws of the State of Kansas whether or not any party is or may hereafter be a resident of another state.

Q. Employment Agreement.

Goza acknowledges and agrees that the terms of the Employment Agreement remain in full force and effect except, other than Sections 4.1.3, 4.3.2, and 4.3.4 as modified in paragraph A above.

5

THE FOREGOING TRANSITION AGREEMENT AND RELEASE OF ALL CLAIMS HAS BEEN READ AND FULLY UNDERSTOOD BEFORE THE SIGNING OF THIS AGREEMENT.

/s/ Shirley E. Goza
Name
Dated this 30th day of June, 2020
QTS Realty Trust, Inc. QualityTech, LP
Quality Technology Services, LLC
By	/s/ Chad L. Williams
Name:	Chad L. Williams
Title:	Chief Executive Officer
Dated this 30th day of June, 2020

RE-EXECUTE ON THE RETIREMENT DATE

THE FOREGOING TRANSITION AGREEMENT AND RELEASE OF ALL CLAIMS HAS BEEN READ AND FULLY UNDERSTOOD BEFORE THE SIGNING OF THIS AGREEMENT.

Name

Dated this

QTS Realty Trust, Inc. QualityTech, LP

Quality Technology Services, LLC

By:

Title:

Dated

EX-99.1

Exhibit 99.1

QTS Announces Retirement of General Counsel, Secretary

and Vice President Shirley Goza

Matt N. Thomson appointed as General Counsel successor

Overland Park, Kan. (July 02, 2020) – QTS Realty Trust (NYSE: QTS), today announced the retirement of Shirley Goza, QTS’ General Counsel, Secretary and Vice President effective December 31, 2020 following 14 years leading the Company’s legal and governance functions.

Shirley Goza was named QTS’ General Counsel in 2006 and has more than 30 years of experience as a practicing attorney and law professor. Ms. Goza has led the Company through a wide range of legal and governance initiatives and milestones to its current position as an industry leader generating over $500 million in annual revenue.

“Shirley was one of my first executive hires in forming QTS and has been a foundational member of QTS’ executive team. Her strength and character has had an immeasurable impact on our people and culture,” said Chad Williams, Chairman and Chief Executive Officer, QTS. “On behalf of the entire executive team, I would like to thank Shirley for her leadership and service and we wish her and her family the very best following her retirement.”

“It has been the opportunity of a lifetime to work with this exceptional leadership team and board to build a truly world-class business,” said Goza. “I am proud to leave the QTS legacy, built on a solid values-based foundation, to a lawyer who I trust and respect as the result of many years working together. The company is in good hands all around.”

Matt N. Thomson Jr., 42, will succeed Ms. Goza as General Counsel, Secretary and Vice President. Mr. Thomson currently is a partner with the international law firm Hogan Lovells US LLP in Washington, D.C., where he has practiced law since joining from another law firm in 2006. Mr. Thomson has represented QTS as outside counsel since 2008, including the Company’s 2013 initial public offering. As such, Mr. Thomson is well-familiarized with QTS’ business and the data center industry, and has earned the trust and respect of the Company over many years. Mr. Thomson has deep experience in the REIT industry and focuses his practice in the areas of corporate law, securities and capital markets, and mergers and acquisitions, primarily for public companies and their boards. Mr. Thomson earned his J.D. from the University of Tennessee, where he served as Editor-in-Chief of the Tennessee Law Review, and earned his B.S. from Union University.

Mr. Thomson will join QTS during the latter part of 2020 and will serve as co-General Counsel with Ms. Goza between his start date and Ms. Goza’s retirement to ensure a seamless transition of the General Counsel role and responsibilities.

“QTS has established a leading competitive position in the data center industry and Matt will play an important role as we accelerate our business momentum,” Williams said. “We look forward to Matt joining QTS in the coming months and I am confident that his in-depth knowledge of QTS and impressive track record will provide a smooth transition of the General Counsel role.”

About QTS

QTS Realty Trust, Inc. (NYSE: QTS) is a leading provider of data center solutions across a diverse footprint spanning more than 7 million square feet of owned mega scale data center space within North America and Europe. Through its software-defined technology platform, QTS is able to deliver secure, compliant infrastructure solutions, robust connectivity and premium customer service to leading hyperscale technology companies, enterprises, and government entities. Visit QTS at www.qtsdatacenters.com, call toll-free 877.QTS.DATA or follow on Twitter @DataCenters_QTS.

Investor Relations Contact:

Stephen Douglas – EVP Finance

ir@qtsdatacenters.com

Media Contact:

Carter B. Cromley

(703) 861-7245

carter.cromley@qtsdatacenters.com

XML

Cover	Jun. 30, 2020
Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2020
Entity File Number	001-36109
Entity Registrant Name	QTS Realty Trust, Inc.
Entity Central Index Key	0001577368
Entity Tax Identification Number	46-2809094
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	12851 Foster Street
Entity Address, City or Town	Overland Park
Entity Address, State or Province	KS
Entity Address, Postal Zip Code	66213
City Area Code	913
Local Phone Number	814-9988
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class A common stock, $.01 par value
Trading Symbol	QTS
Security Exchange Name	NYSE
Series A Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, 7.125% Series A Cumulative Redeemable Perpetual, $0.01 par value
Trading Symbol	QTS PR A
Security Exchange Name	NYSE
Series B Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, 6.50% Series B Cumulative Convertible Perpetual, $0.01 par value
Trading Symbol	QTS PR B
Security Exchange Name	NYSE
Quality Tech L P [Member]
Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2020
Entity File Number	333-201810
Entity Registrant Name	QualityTech, LP
Entity Central Index Key	0001561164
Entity Tax Identification Number	27-0707288
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	12851 Foster Street
Entity Address, City or Town	Overland Park
Entity Address, State or Province	KS
Entity Address, Postal Zip Code	66213
City Area Code	913
Local Phone Number	814-9988
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false