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): July 28, 2021

Pennsylvania Real Estate Investment Trust

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania	001-6300	23-6216339
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

One Commerce Square 2005 Market Street, Suite 1000 Philadelphia, Pennsylvania	19103
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 875-0700

(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(s)	Name of each exchange on which registered
Shares of Beneficial Interest, par value $1.00 per share	PEI	New York Stock Exchange
Series B Preferred Shares, par value $0.01 per share	PEIPrB	New York Stock Exchange
Series C Preferred Shares, par value $0.01 per share	PEIPrC	New York Stock Exchange
Series D Preferred Shares, par value $0.01 per share	PEIPrD	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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-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.

On July 28, 2021, Pennsylvania Real Estate Investment Trust (the “Trust”) and Mario C. Ventresca, Jr., the Trust’s Executive Vice President and Chief Financial Officer, entered into an Amendment (the “Amendment”) to the Employment Agreement, dated as of January 1, 2020, between Mr. Ventresca and the Trust (the “Existing Employment Agreement”).

Pursuant to the Amendment, Mr. Ventresca’s annual base salary, which is currently $490,000, will be increased to $530,000, effective January 1, 2022. Additionally, the Amendment reflects the termination of Mr. Ventresca’s nonqualified supplemental retirement plan (the “Plan”). As a result of the termination, the Trust expects to pay out Mr. Ventresca’s account balance under the Plan during 2022. Interest will continue to accrue on the account balance at a rate of ten percent per annum until the date of payment.

The other terms of Mr. Ventresca’s Existing Employment Agreement, which was filed as Exhibit 99.1 to the Trust’s Current Report on Form 8-K/A filed on March 9, 2020, remain unchanged by the Amendment, and will continue in full force and effect. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)     Exhibits

Exhibit Number	Exhibit Description
10.1+	Amendment to Employment Agreement with Mario C. Ventresca, Jr., dated as of July 28, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

⁺  Management contract or compensatory plan or arrangement.

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.

	PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Date: August 2, 2021	By:	/s/ Lisa M. Most
		Lisa M. Most
		Executive Vice President, Secretary and General Counsel

EX-10.1

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this “Amendment”) is entered into between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (“Company”), and Mario C. Ventresca, Jr. (“Executive”) on July 28, 2021.

BACKGROUND

WHEREAS, Executive and Company are parties to an Employment Agreement effective as of January 1, 2020 (the “Employment Agreement”);

WHEREAS, Executive’s annual base salary is presently $490,000;

WHEREAS, the Compensation and Human Resources Committee of the Board of Trustees of Company desires to increase Executive’s annual base salary to $530,000, effective January 1, 2022; and

WHEREAS, the parties wish to discontinue the nonqualified supplemental retirement plan described in the Employment Agreement.

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

1.    The first sentence of Section 3.1 of the Employment Agreement is deleted in its entirety and replaced with the following, effective on January 1, 2022:

As compensation for Executive’s services, Company (through its affiliated service company, PREIT Services) shall pay to Executive a Base Salary at the rate of $530,000 per annum.

2.    Section 3.7 of the Employment Agreement is deleted in its entirety and replaced with the following, effective on the date hereof:

Nonqualified Retirement Plan. Executive’s nonqualified supplemental retirement plan is hereby terminated and will be liquidated in a manner intended to comply with Treas. Reg. § 1.409A-3(j)(4)(ix)(C). No further contributions will be credited under such plan, but interest will continue to accrue on the account balance at an annual rate of ten percent through the date of liquidation.

3.    Subject to the changes described above, the Employment Agreement shall continue in full force and effect.

4.    This Amendment may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, Executive and Company have each executed this Amendment on the date first above written.

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
By:	/s/ Lisa M. Most
Name:	Lisa M. Most
Title:	EVP and General Counsel
MARIO C. VENTRESCA, JR.
/s/ Mario C. Ventresca, Jr.

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XML

Document and Entity Information	Jul. 28, 2021
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0000077281
Document Type	8-K
Document Period End Date	Jul. 28, 2021
Entity Registrant Name	Pennsylvania Real Estate Investment Trust
Entity Incorporation State Country Code	PA
Entity File Number	001-6300
Entity Tax Identification Number	23-6216339
Entity Address, Address Line One	One Commerce Square
Entity Address, Address Line Two	2005 Market Street
Entity Address, Address Line Three	Suite 1000
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19103
City Area Code	(215)
Local Phone Number	875-0700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Fair Value Measured at Net Asset Value Per Share [Member]
Document And Entity Information [Line Items]
Security 12b Title	Shares of Beneficial Interest, par value $1.00 per share
Trading Symbol	PEI
Security Exchange Name	NYSE
Series B Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Series B Preferred Shares, par value $0.01 per share
Trading Symbol	PEIPrB
Security Exchange Name	NYSE
Series C Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Series C Preferred Shares, par value $0.01 per share
Trading Symbol	PEIPrC
Security Exchange Name	NYSE
Series D Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Series D Preferred Shares, par value $0.01 per share
Trading Symbol	PEIPrD
Security Exchange Name	NYSE