PS BUSINESS PARKS, INC./MD false 0000866368 0000866368 2022-03-23 2022-03-23 0000866368 us-gaap:CommonStockMember 2022-03-23 2022-03-23 0000866368 psb:DepositarySharesEachRepresenting11000OfA5.250CumPrefShareSeriesX0.01ParValueMember 2022-03-23 2022-03-23 0000866368 psb:DepositarySharesEachRepresenting11000OfA5.200CumPrefShareSeriesY0.01ParValueMember 2022-03-23 2022-03-23 0000866368 psb:DepositarySharesEachRepresenting11000OfA4.875CumPrefShareSeriesZ0.01ParValueMember 2022-03-23 2022-03-23

 

 

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): March 23, 2022

 

 

PS BUSINESS PARKS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-10709   95-4300881

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS. Employer

Identification No.)

 

701 Western Avenue,

Glendale, California

   91201-2349
(Address of principal executive offices)   (Zip Code)

(818) 244-8080

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communication 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 Class

  

Trading

Symbol

  

Name of exchange

on which registered

Common Stock, $0.01 par value per share   PSB   New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.250% Cum Pref Share, Series X, $0.01 par value   PSBPrX   New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.200% Cum Pref Share, Series Y, $0.01 par value   PSBPrY   New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.875% Cum Pref Share, Series Z, $0.01 par value   PSBPrZ   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 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 March 23, 2022, PS Business Parks, Inc. (the “Company”) announced that Dan “Mac” Chandler, III, the Company’s President and Chief Executive Officer, who has been on medical leave since January 17, 2022, will step down as President and Chief Executive Officer and as a member of the Board of Directors, due to health reasons, effective immediately. Stephen W. Wilson, who was appointed interim President and Chief Executive Officer on January 17, 2022, will continue to serve in that role, and will continue to be supported by the senior management team, including Maria R. Hawthorne, interim Chief Operating Officer, and Adeel Khan, Chief Financial Officer. In connection with his departure, the Company and Mr. Chandler entered into a customary separation agreement and general release, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 7.01.

Regulation FD Disclosure

On March 23, 2022, the Company issued a press release announcing Mr. Chandler’s departure. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K and the information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit 10.1    Confidential Separation Agreement and General Release, effective March 23, 2022, between the Company and Dan “Mac” Chandler, III.
Exhibit 99.1    Press release dated March 23, 2022.
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

 

    PS BUSINESS PARKS, INC.
    By:  

/s/ Adeel Khan

Date: March 23, 2022      

Adeel Khan

Chief Financial Officer
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