-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GzVoUAjF1DD7SSD0xXhmNFxkYo0Mbv0GvlQ6dg7tJoyhO0WjfCCO4briAPRxfTmU 7g03giR6OFwgNIESk94ogg== 0000950123-10-102454.txt : 20101108 0000950123-10-102454.hdr.sgml : 20101108 20101108161201 ACCESSION NUMBER: 0000950123-10-102454 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20101108 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101108 DATE AS OF CHANGE: 20101108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUSINS PROPERTIES INC CENTRAL INDEX KEY: 0000025232 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 580869052 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11312 FILM NUMBER: 101172538 BUSINESS ADDRESS: STREET 1: 191 PEACHTREE STREET N.E. STREET 2: SUITE 3600 CITY: ATLANTA STATE: GA ZIP: 30303-1740 BUSINESS PHONE: 404-407-1000 MAIL ADDRESS: STREET 1: 191 PEACHTREE STREET N.E. STREET 2: SUITE 3600 CITY: ATLANTA STATE: GA ZIP: 30303-1740 8-K 1 g25172e8vk.htm FORM 8-K e8vk
Table of Contents

 
 
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): November 8, 2010
Cousins Properties Incorporated
(Exact name of registrant as specified in its charter)
Georgia
(State or other jurisdiction of incorporation)
001-11312
(Commission File Number)
58-0869052
(IRS Employer Identification Number)
191 Peachtree Street NE, Suite 3600, Atlanta, Georgia 30303-1740
(Address of principal executive offices)
Registrant’s telephone number, including area code: (404) 407-1000
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 (see General Instruction A.2. below):
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))
 
 

 


TABLE OF CONTENTS

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 7.01 Regulation FD Disclosure
Item 9.01 Financial Statements and Exhibits
Signatures
Exhibit List
EX-99.1


Table of Contents

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 8, 2010, Cousins Properties Incorporated (the “Company”) appointed Gregg D. Adzema as its Executive Vice President and Chief Financial Officer, effective November 30, 2010. As previously announced, James A. Fleming, the Company’s current Executive Vice President and Chief Financial Officer, will retire on December 31, 2010. Mr. Fleming will step down from his role effective November 30, 2010 and will serve as a consultant after his retirement to facilitate the transition.
Mr. Adzema, 45, has served as the Chief Investment Officer of Hayden Harper Inc., an investment advisory and hedge fund group, since October 2009. From August 2006 to September 2008, he was Executive Vice President — Investments with Grubb Properties, Inc., a real estate development, construction and management company. From September 1996 to February 2005, Mr. Adzema served in various positions, most recently as Executive Vice President and Chief Financial Officer, of Summit Properties, Inc., a real estate investment trust that focused on the development, construction, acquisition and operation of luxury apartment communities. Summit Properties was acquired by Camden Property Trust in February 2005.
Mr. Adzema will receive a base annual salary of $350,000. He will be eligible for an annual cash incentive award with a target of 75% of his base salary, beginning with the 2011 performance period, and will be eligible for a 2010 long-term equity incentive award with a target value of 100% of his base salary. Mr. Adzema will receive a one-time grant of either restricted stock or restricted stock units (at the election of the Company) with a value of $250,000, no later than February 28, 2011. The grant will vest on the third anniversary of the grant date, provided Mr. Adzema is still employed at such time.
In connection with his relocation to metropolitan Atlanta, Mr. Adzema will receive a temporary living allowance of up to $50,000 and a reimbursement of reasonable expenses of up to $110,000.
Mr. Adzema will be entitled to participate in the benefit programs generally available to the Company’s executive officers. In addition, the Company anticipates that Mr. Adzema will enter into an indemnification agreement and a change in control severance agreement with the Company following the effective date of his appointment.
Item 7.01 Regulation FD Disclosure
On November 8, 2010 the Company issued a press release in connection with Mr. Adzema’s appointment. A copy of the press release is furnished as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated November 8, 2010

 


Table of Contents

Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 8, 2010
         
  COUSINS PROPERTIES INCORPORATED
 
 
  By:   /s/ Robert M. Jackson    
    Robert M. Jackson   
    Senior Vice President, General Counsel and Corporate Secretary   

 


Table of Contents

         
Exhibit List
99.1 Press Release dated November 8, 2010

 

EX-99.1 2 g25172exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
(COUSINS LOGO)
News Release
FOR IMMEDIATE RELEASE
CONTACT:
Investment Community and Media:

Cameron Golden
Director of Investor Relations/Corporate Communications
404-407-1984
CameronGolden@cousinsproperties.com
website address: www.cousinsproperties.com
COUSINS HIRES REIT VETERAN ADZEMA AS CHIEF FINANCIAL OFFICER
ATLANTA—November 8, 2010—Cousins Properties Incorporated (NYSE: CUZ) announced today that Gregg D. Adzema has been hired as Executive Vice President and Chief Financial Officer, effective November 30, 2010. Mr. Adzema replaces Jim Fleming, who announced his pending retirement from the position earlier this year. Fleming will serve as a consultant to the Company to facilitate a seamless transition.
Mr. Adzema has spent most of his 23-year career in senior financial, investment and advisory roles in commercial real estate. He was with Summit Properties, a publicly traded apartment REIT, from 1996 to 2005, the last four years of which he served as Executive Vice President and Chief Financial Officer, and led Summit’s highly successful sale to Camden Property Trust. He was also previously with Arthur Andersen, Centex Corporation and Wachovia Bank. Most recently, Mr. Adzema served as Chief Investment Officer and Executive Vice President for two advisory and real estate firms in Charlotte, N.C.
Larry Gellerstedt, Cousins President and Chief Executive Officer, noted, “Gregg is a great addition to the Cousins’ team. His well-regarded experience as CFO at Summit Properties, as well as his deep background in investments and capital markets, will be a significant asset for Cousins in the years ahead.”
Gellerstedt added, “I’d also like to once again thank Jim Fleming for all he’s done for Cousins over the past decade. He has played a critical role in strengthening our financial position and preparing the Company for a successful run into the next cycle and we wish him the very best.”
About Cousins Properties
Cousins Properties Incorporated is a leading diversified real estate company with extensive experience in development, acquisition, financing, management and leasing. Based in Atlanta, the Company actively invests in office, multi-family, retail and land development projects. Since its founding in 1958, Cousins has developed 20 million square feet of office space, 20 million square feet of retail space, more than 3,500 multi-family units and more than 60 single-family neighborhoods. The Company is a fully integrated equity real estate investment trust (REIT) and trades on the New York Stock Exchange under the symbol CUZ. For more, please visit www.cousinsproperties.com.
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191 Peachtree Street NE Suite 3600 Atlanta, Georgia 30303 404-407-1000 FAX 404-407-1002

 


 

Cousins Hires REIT Veteran Adzema As Chief Financial Officer
Page 2
November 8, 2010
Certain matters discussed in this press release are forward-looking statements within the meaning of the federal securities laws and are subject to uncertainties and risk and actual results may differ materially from projections. Readers should carefully review Cousins’ financial statements and notes thereto, as well as the risk factors described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and other documents Cousins files from time to time with the Securities and Exchange Commission. Such forward-looking statements are based on current expectations and speak as of the date of such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.
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191 Peachtree Street NE Suite 3600 Atlanta, Georgia 30303 404-407-1000 FAX 404-407-1002

 

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