Business Context and Reporting Period
This Form 8-K Current Report is filed by Urban Edge Properties, a Maryland real estate investment trust, and Urban Edge Properties LP, its operating partnership. The report date is August 25, 2022, covering corporate governance events effective September 1, 2022.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
- Appointment of Trustee: Mary L. Baglivo was appointed as a trustee effective September 1, 2022, serving until the 2023 annual meeting. She was also appointed to the Corporate Governance and Nominating Committee and the Compensation Committee.
- Resignation of Trustee: Susan L. Givens notified the Board of her retirement effective September 1, 2022, to accept a new executive position. She is resigning from the Board and its Corporate Governance and Nominating and Compensation Committees.
- Reason for Change: Ms. Givens' resignation was not the result of any disagreement with the Company regarding operations, policies, or practices.
Guidance, Outlook, and Compensation Details
The filing contains no financial guidance, outlook, or discussion of risks and contingencies. It details the following compensatory arrangements for the new trustee:
- Initial Grant: A grant of restricted common shares, deferred share units, or restricted LTIP Units with a fair value of approximately $100,000, vesting immediately upon grant.
- Prorated Annual Grant: A grant with a fair value equal to a prorated portion of the $120,000 annual trustee grant, based on days remaining until the anniversary of the 2022 annual meeting, vesting the day prior to that anniversary.
- Indemnification: An indemnification agreement was entered into, requiring the Company to indemnify and advance expenses to Ms. Baglivo to the fullest extent permitted by Maryland law.
Investor Verification Checklist
- Verify the effective date of the Board composition change (September 1, 2022).
- Confirm the total equity value granted to the new trustee ($100,000 initial plus prorated annual amount).
- Review the Company's Proxy Statement for the 2022 annual meeting for the full description of the non-employee trustee compensation program.
- Check for any subsequent filings regarding the resignation of Ms. Givens or the appointment of Ms. Baglivo to ensure no undisclosed disagreements arose.