Toggle SGML Header (+)


Section 1: 8-K (8-K)

Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 11, 2018 (September 6, 2018)

RAMCO-GERSHENSON PROPERTIES TRUST
(Exact name of registrant as specified in its Charter)

Maryland
 
1-10093
 
13-6908486
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan
48334
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code:  (248) 350-9900

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:

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))

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 o

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. o







Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
5.02(b): Dennis Gershenson

Dennis Gershenson, the former President and Chief Executive Officer of Ramco-Gershenson Properties Trust (the "Trust"), has stepped down from the position of Chairman of the Board of Trustees effective September 6, 2018, and has informed the Board of Trustees that he will not stand for reelection to the Board of Trustees when his current term expires at the 2019 Annual Meeting of Shareholders.

5.02(d): Appointment of Andrea M. Weiss
On September 6, 2018, the Board of Trustees of the Trust was expanded to eight members. Andrea M. Weiss was appointed to fill the vacancy on the Board of Trustees. The Board has determined, after considering all of the relevant facts and circumstances known as of the date hereof, that Ms. Weiss is an independent trustee in accordance with the NYSE listing standards and the Trust’s Corporate Governance Guidelines.
The foregoing is qualified in its entirety by reference to a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
As a non-employee Trustee, Ms. Weiss will participate in the Trust’s compensation program for non-employee Trustees and will receive an annual cash retainer of $40,000 and an annual equity retainer of $90,000, consisting of a restricted share grant, including a prorated restricted share grant for the portion of the period until the 2019 Annual Meeting of Shareholders.






Item 9.01
 
Financial Statements and Exhibits.
 
 
 
(d)
 
Exhibits.
 
 
 
Exhibit No.
 
Description
99.1
 
 
 
 






SIGNATURE
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.

 
 
RAMCO-GERSHENSON PROPERTIES TRUST
 
 
 
Date: September 11, 2018
 
By: /s/ MICHAEL P. FITZMAURICE
 
 
      Michael P. Fitzmaurice
 
 
      Executive Vice President, Chief Financial Officer and Secretary
 
 
 



(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit
Exhibit 99.1
394966011_ramcologoa03.jpg News Release (NYSE:RPT)


 
 
 
 
 

RAMCO ANNOUNCES CHANGES TO ITS BOARD OF TRUSTEES
DENNIS GERSHENSON STEPS DOWN AS CHAIRMAN OF THE BOARD OF TRUSTEES
ANDREA WEISS IS APPOINTED TO ITS BOARD OF TRUSTEES

FARMINGTON HILLS, Michigan, September 6, 2018 - RAMCO (NYSE:RPT) (the “Company”) announced today that Dennis Gershenson, the former President and Chief Executive Officer of the Company, has stepped down from the position of Chairman of the Board of Trustees of the Company and has informed the Board that he will not stand for reelection to the Board of Trustees when his current term expires at the 2019 Annual Meeting of Shareholders. Additionally, the Company announced the appointment of Andrea M. Weiss to its Board of Trustees. These changes are effective immediately.

“I am delighted with the progress that the Company’s new Chief Executive Officer, Brian Harper, has made during his initial months at the Company’s helm and with the leadership team that he has assembled,” said Mr. Gershenson. “I am confident that the Company is in capable hands and that its future is bright, thus I am comfortable stepping away from the chairmanship and, when my current term as trustee is completed, from the Board. I will be dedicating my energies to interests I previously did not have time to pursue.”

Ms. Weiss has extensive specialty retail experience having served in several senior executive positions with dELIA*s Inc., The Limited, Inc., Intimate Brands, Inc., Guess, Inc. and Ann Taylor Stores, Inc. She is the Founder and current President and Chief Executive Officer of Retail Consulting, Inc. and has served as its President and Chief Executive Officer since its formation in October 2002. Ms. Weiss is also the co-Founder and current Managing Member of The O Alliance LLC, a new branch of Retail Consulting, Inc. Ms. Weiss has served as director at NutriSystem Inc. since March 2013 and has also served on the Boards of Directors of Cracker Barrel Old Country Store, Inc. (since 2003) and has been a Director of Chico’s FAS, Inc. (since 2009). Ms. Weiss also serves on several private advisory boards.

Previously, Ms. Weiss served on the Boards of Directors of GSI Commerce, Inc. from 2006 to 2011, Ediets.com, Inc. from 2004 to 2009, The Pep Boys-Manny, Moe & Jack from 2013 to 2016, Grupo Cortefiel from 2006 to 2007 and Brookstone, Inc. from 2002 to 2005. In 2016, Ms. Weiss was named by the National Association of Corporate Directors (NACD) as one of America’s Top 100 Directors and in 2017, Ms. Weiss achieved NACD Leadership Board Fellowship status, the highest credential awarded for independent Board members.

About RAMCO
The Company owns and operates high-quality, dynamic open-air shopping centers principally located in the top U.S. metro areas. The Company is a fully integrated and self-administered REIT publicly traded on the New York Stock Exchange under the ticker symbol RPT. As of June 30, 2018, the Company's portfolio consisted of 58 shopping centers (including two shopping centers owned through joint ventures) representing 14.0 million square feet. As of June 30, 2018, the Company’s aggregate portfolio was 93.9% leased. For additional information about the Company please visit www.ramcoproperties.com.
Contact Information
Vin Chao
Vice President of Finance
vchao@ramcoproperties.com
(248) 592-6880



(Back To Top)