Form 8-K - Current report

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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 18, 2024

 _________________________________

Hudson Pacific Properties, Inc.

Hudson Pacific Properties, L.P.

(Exact name of registrant as specified in its charter) 

Hudson Pacific Properties, Inc.

Maryland

001-34789

27-1430478

Hudson Pacific Properties, L.P.

Maryland

333-202799-01

80-0579682

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

11601 Wilshire Blvd., Ninth Floor
Los Angeles,			California			90025
(Address of principal executive offices)						(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

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))

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

Registrant

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Hudson Pacific Properties, Inc.

Common Stock, $0.01 par value

HPP

New York Stock Exchange

Hudson Pacific Properties, Inc.

4.750% Series C Cumulative Redeemable Preferred Stock

HPP Pr C

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).

Hudson Pacific Properties, Inc    ☐

Hudson Pacific Properties, L.P.    ☐

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.

Hudson Pacific Properties, Inc.    ☐

Hudson Pacific Properties, L.P.    ☐

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This Current Report on Form 8-K is filed by Hudson Pacific Properties, Inc. (the “Company”), a Maryland corporation, and Hudson Pacific Properties, L.P. (the “Operating Partnership”), a Maryland limited partnership, of which the Company serves as the sole general partner.

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

Executive Employment Agreements

On November 18, 2024, the Company entered into Amended and Restated Employment Agreements with the following named executive officers: Victor J. Coleman, Mark T. Lammas, Harout Diramerian and Arthur X. Suazo (collectively, the “Executives”).

The terms and conditions of the amended employment agreements are the same as in the prior employment agreements, except that:

•Each agreement is effective as of January 1, 2025 and expires on the fifth anniversary of the effective date, unless earlier terminated, and is subject to automatic one-year renewal terms unless either party gives timely written notice of termination.

•If the Executive’s employment is terminated by us without “cause” or by the Executive for “good reason” (each, as defined in the amended employment agreements), in either case, on or within two years after a “change in control” (as defined in the Company’s 2010 Incentive Award Plan), then the Executive will be entitled to receive a lump-sum cash payment in an amount equal to the dollar-denominated value of the most recent time-based annual equity award granted to the Executive prior to the date of termination (the “equity value”), pro-rated to reflect time employed in the year of termination. For Messrs. Coleman, Lammas and Diramerian, if the termination date occurs on or prior to December 31, 2025, the equity value (from which to calculate the pro-ration) will be equal to $4,000,000, $1,750,000 and $625,000, respectively.

•Under the agreements for Messrs. Lammas, Diramerian and Suazo, the period for being eligible to receive change in control severance benefits will be within two years (rather than one year) after a change in control.

The foregoing description of the amended employment agreements for Messrs. Coleman, Lammas, Diramerian and Suazo is not complete and is subject to and qualified in its entirety by the terms of the amended employment agreements, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

Date: November 22, 2024

HUDSON PACIFIC PROPERTIES, INC.

By:

/s/ Mark T. Lammas

Mark T. Lammas

President

HUDSON PACIFIC PROPERTIES, L.P.

By:

Hudson Pacific Properties, Inc., Its General Partner

By:

/s/ Mark T. Lammas

Mark T. Lammas

President

Cover	Nov. 18, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 18, 2024
Entity Registrant Name	Hudson Pacific Properties, Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-34789
Entity Tax Identification Number	27-1430478
Entity Address, Address Line One	11601 Wilshire Blvd., Ninth Floor
Entity Address, City or Town	Los Angeles,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90025
City Area Code	310
Local Phone Number	445-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001482512
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of each class	Common Stock, $0.01 par value
Trading Symbol	HPP
Security Exchange Name	NYSE
Cumulative Preferred Stock
Entity Information [Line Items]
Title of each class	4.750% Series C Cumulative Redeemable Preferred Stock
Trading Symbol	HPP Pr C
Security Exchange Name	NYSE
Hudson Pacific Partners L.P.
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 18, 2024
Entity Registrant Name	Hudson Pacific Properties, L.P.
Entity Incorporation, State or Country Code	MD
Entity File Number	333-202799-01
Entity Tax Identification Number	80-0579682
Entity Address, Address Line One	11601 Wilshire Blvd., Ninth Floor
Entity Address, City or Town	Los Angeles,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90025
City Area Code	310
Local Phone Number	445-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001496264
Amendment Flag	false

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