Blog: URBAN EDGE PROPERTIES : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

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

Appointment of Trustee

On September 19, 2022, the Board of Trustees of the Company (the “Board”) voted
to appoint Katherine M. Sandstrom as a trustee effective October 1, 2022, to
serve until the Company’s 2023 annual meeting of shareholders. The Board also
appointed Ms. Sandstrom to its Corporate Governance and Nominating Committee and
Audit Committee effective October 1, 2022.

Ms. Sandstrom brings deep experience in real estate investment, including more
than twenty years of service at Heitman LLC, a real estate investment management
firm, where she held a variety of senior leadership positions including her role
as the Senior Managing Director of Public Real Estate Securities. Ms. Sandstrom
oversaw the growth of assets under management to more than $5 billion invested
in domestic and global funds, as well as separately managed accounts. Ms.
Sandstrom served on the Global Management Committee, the Board of Managers, and
the Allocation Committee during her tenure at Heitman LLC.

Ms. Sandstrom currently serves as an independent director at Healthpeak
Properties, Inc. (NYSE: PEAK), a fully integrated real estate investment trust
(“REIT”) and S&P 500 company that owns and develops life science, medical office
and continuing care retirement communities. At Healthpeak, Ms. Sandstrom serves
as Vice Chair of the Board, Chair of the Nominating and Corporate Governance
Committee, and a member of the Compensation and Human Capital Committee.

Ms. Sandstrom also serves as an independent director at EastGroup Properties,
Inc. (NYSE: EGP), a self-administered equity REIT focused on the development,
acquisition and operation of industrial properties in major Sunbelt markets
throughout the United States. At EastGroup, Ms. Sandstrom serves as the Chair of
the Nominating and Governance Committee and a member of the Audit Committee.

The Company and Ms. Sandstrom have entered into an indemnification agreement,
effective as of her appointment, in substantially the same form as the
indemnification agreements that the Company has entered into with each of its
existing trustees. A form of the indemnification agreement was filed with the
Securities and Exchange Commission (the “Commission”) as Exhibit 10.16 to the
Annual Report on Form 10-K for the year ended December 31, 2021 of the Company
and the Operating Partnership and is incorporated herein by reference. The
indemnification agreement requires, among other matters, that the Company
indemnify and advance expenses to Ms. Sandstrom to the fullest extent permitted
by Maryland law for all expenses and liabilities arising out of any proceeding
involving Ms. Sandstrom by reason of her service as a member of the Board.

In connection with her appointment as a trustee, Ms. Sandstrom will receive (i)
a grant of restricted common shares, deferred share units or restricted
long-term incentive partnership units in the Operating Partnership (“LTIP
Units”), at her election, with a grant date fair value of approximately
$100,000, that will vest upon grant and (ii) a grant of restricted common
shares, deferred share units or restricted LTIP Units, at her election, with a
grant date fair value equal to a prorated portion of the $120,000 annual grants
that the Company makes to its trustees, based on the number of days remaining
until the anniversary of the Company’s 2022 annual meeting of shareholders, that
will vest on the day prior to the anniversary of the Company’s 2022 annual
meeting of shareholders. The Company’s compensation program for its non-employee
trustees is described in the Company’s Proxy Statement for its 2022 annual
meeting of stockholders, filed with the Commission on March 25, 2022, and such
description is incorporated herein by reference.

There are no arrangements or understandings between Ms. Sandstrom and any other
person pursuant to which Ms. Sandstrom was appointed to the Board. There are no
transactions in which Ms. Sandstrom has an interest requiring disclosure under
Item 404(a) of Regulation S-K.

Departure of Chief Accounting Officer and Principal Accounting Officer

On September 15, 2022, Jennifer Holmes, Chief Accounting Officer of the Company
and principal accounting officer, notified the Company that she would be
resigning from her positions with the Company, effective at the close of
business on October 14, 2022. Ms. Holmes will be pursuing new opportunities, and
her departure is not related to any disagreements with the Company or any matter
regarding the Company’s financial results, business practices, internal controls
or financial reporting.

Appointment of Chief Accounting Officer and Principal Accounting Officer

Effective concurrently with Ms. Holmes’ departure, Andrea Rosenthal Drazin, age
34, who served as Assistant Controller of the Company from March 2015 through
January 2017 and Corporate Controller of the Company since January 2017, will be
promoted to Chief Accounting Officer and will assume the responsibilities of
principal accounting officer of the Company.

——————————————————————————–

Prior to joining Urban Edge in 2015, Ms. Drazin worked in the audit practice at
Deloitte & Touche LLP since October 2010. She holds a Bachelor of Science in
each of Accounting and Financial Management from Quinnipiac University School of
Business, is a Certified Public Accountant in the State of New York and a member
of the American Institute of Certified Public Accountants.

There are no arrangements or understandings between Ms. Drazin and any other
person pursuant to which Ms. Drazin was promoted to Chief Accounting Officer and
principal accounting officer. There are no family relationships between Ms.
Drazin and any Trustee, executive officer, or any person nominated to become a
Trustee or executive officer of the Company, and Ms. Drazin does not have an
interest in any transaction that would be reportable under Item 404(a) of
Regulation S-K. The Company has not entered into any new compensation
arrangements with Ms. Drazin in connection with her promotion.

Item 7.01 Regulation FD Disclosure.

On September 20, 2022, the Company issued press releases announcing the
appointment of Ms. Sandstrom to the Board and the appointment of Ms. Drazin as
Chief Accounting Officer, copies of which are furnished herewith as Exhibit 99.1
and Exhibit 99.2, respectively. The information in Item 7.01 of this Current
Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, is being
“furnished” and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of Section 18, nor shall it be deemed incorporated by
reference into any filing of the Company or the Operating Partnership under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such filing.



Item 9.01.  Financial Statements and Exhibits.
(d)   Exhibits


  99.1                      Press Release, dated September 20, 2022, Announcing the Appointment of
                          Katherine M. Sandstrom to Board of Trustees
  99.2                      Press Release, dated September 20, 2022, Announcing the Appointment of
                          Andrea Drazin as Chief Accounting Officer
104                       Cover Page Interactive Data File (the cover page tags are embedded
                          within the Inline XBRL document)


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