Business Context and Reporting Period
This Form 8-K Current Report was filed by American Realty Capital New York City REIT, Inc. on February 12, 2016. The filing reports the appointment of a new independent director and the execution of a related indemnification agreement.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and personnel changes rather than financial performance.
Material Changes
- Board Composition: The Board of Directors increased the total number of directors to four.
- Director Appointment: Lee M. Elman was appointed as an independent director, chair of the audit committee, and member of the conflicts committee, effective February 12, 2016.
- Committee Resignation: Elizabeth K. Tuppeny resigned as chair of the audit committee but will continue to serve as lead independent director and as a member of the audit and conflicts committees.
Guidance, Outlook, and Management Commentary
Compensation Arrangements: Mr. Elman will receive a $30,000 annual retainer, per-meeting compensation, and reimbursements. He is also entitled to an award of 1,333 restricted shares of common stock upon appointment and at each annual stockholders' meeting thereafter. These shares vest over a five-year period following the first anniversary of the grant date in 20% annual increments.
Indemnification Agreement: On February 17, 2016, the Company entered into an indemnification agreement with Mr. Elman. The agreement indemnifies him against judgments, penalties, fines, and expenses incurred in connection with his service, subject to limitations regarding bad faith, active dishonesty, or improper personal benefit. The Company will advance reasonable expenses and use reasonable best efforts to acquire directors and officers liability insurance.
Risks and Contingencies: The filing notes that the indemnification agreement is subject to limitations under Maryland law and the Company's charter, specifically excluding coverage for acts committed in bad faith or resulting from active and deliberate dishonesty.
Important Facts for Investor Verification
- Verify the total number of directors on the Board is now four.
- Confirm the vesting schedule for the 1,333 restricted shares granted to Mr. Elman (20% annually over five years after the first anniversary).
- Review the full text of the Indemnification Agreement, which will be filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2015.
- Note that Elizabeth K. Tuppeny remains on the Board as lead independent director despite stepping down as audit committee chair.