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): May 26, 2010
BioMed Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Maryland
|
|
1-32261
|
|
20-1142292 |
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
|
|
|
17190 Bernardo Center Drive
San Diego, California
|
|
92128 |
|
|
|
(Address of principal executive offices)
|
|
(Zip Code) |
Registrants telephone number, including area code: (858) 485-9840
(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)) |
Item 1.01. Entry into Material Definitive Agreement.
On May 26, 2010, the board of directors of BioMed Realty Trust, Inc. (the Company) approved
modifications to the Companys form of indemnification agreement, and the Company entered into the
amended indemnification agreements with each of the Companys directors and officers. The following
is a summary of changes to the form of indemnification agreement, which is qualified in its
entirety by reference to the complete text of the form of amended and restated indemnification
agreement filed as Exhibit 10.1 hereto.
The changes to the form of indemnification agreement include revising the standard for
indemnification to more closely track the language of the Maryland General Corporation Law. In
addition, the changes provide for the indemnitees enforcement of the agreement by specific
performance, modify the definition of Corporate Status to cover the indemnitees services rendered
to a majority-owned subsidiary or controlled entity of the Company, clarify the definition of
Expenses, provide for interest to be payable on amounts the Company is obligated to pay on the
indemnitees behalf but does not pay in a timely manner, and provide that the knowledge or actions
of others, or the failure of others to act, shall not be imputed to the indemnitee for purposes of
determining the indemnitees right to indemnification under the agreement. Under both the prior
indemnification agreements and the agreements as revised, the Company will indemnify its directors
and officers to the maximum extent permitted under Maryland law.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On May 26, 2010, the Companys board of directors promoted Greg N. Lubushkin to Chief
Financial Officer. Mr. Lubushkin, age 57, previously served as the Companys Vice President, Chief
Accounting Officer from April 2007 to May 2010. From November 2004 to March 2007, Mr. Lubushkin
served as Chief Accounting Officer of ECC Capital Corporation, a publicly traded mortgage real
estate investment trust that invests in residential mortgage loans. From 1988 to 2004, Mr.
Lubushkin was an audit partner, and from 1977 to 1988 a staff member, of PricewaterhouseCoopers
LLP, a public accounting firm. Mr. Lubushkin received a Bachelor of Science Degree in Business
Administration (Accounting and Finance emphasis) from the University of California at Berkeley. Mr.
Lubushkin is a member of the American Institute of Certified
Public Accountants and the California Society of Certified Public Accountants. In connection with
this promotion, Kent Griffin relinquished the title of Chief Financial Officer and will retain the
titles of President and Chief Operating Officer of the Company.
In connection with Mr. Lubushkins promotion, effective June 1, 2010, the board approved an
increase in Mr. Lubushkins annual base salary to $300,000.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 26, 2010, the Company held its annual meeting of stockholders. The only matters voted
upon at the Companys annual meeting consisted of the election of seven of its directors to serve
until the next annual meeting of stockholders and until their successors are duly elected and
qualify and the ratification of the selection of KPMG LLP as the Companys independent registered
public accounting firm for the year ending December 31, 2010.
Stockholders elected the directors at the Companys annual meeting by the following vote:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For |
|
|
Votes Withheld |
|
|
Broker Non-Votes |
|
Alan D. Gold |
|
|
84,856,156 |
|
|
|
2,608,627 |
|
|
|
2,744,057 |
|
Barbara R. Cambon |
|
|
86,826,928 |
|
|
|
637,855 |
|
|
|
2,744,057 |
|
Edward A. Dennis, Ph.D. |
|
|
86,823,608 |
|
|
|
641,175 |
|
|
|
2,744,057 |
|
Richard I. Gilchrist |
|
|
86,824,400 |
|
|
|
640,383 |
|
|
|
2,744,057 |
|
Gary A. Kreitzer |
|
|
39,808,723 |
|
|
|
47,656,060 |
|
|
|
2,744,057 |
|
Theodore D. Roth |
|
|
86,825,515 |
|
|
|
639,268 |
|
|
|
2,744,057 |
|
M. Faye Wilson |
|
|
86,823,564 |
|
|
|
641,219 |
|
|
|
2,744,057 |
|
Stockholders ratified the selection of KPMG LLP as the Companys independent registered public
accounting firm for the year ending December 31, 2010 (89,884,023 votes for, 306,170 votes against
and 18,647 abstentions).
Item 8.01. Other Events.
As reported in the Companys proxy statement for its 2010 annual meeting of stockholders, the
Companys board of directors previously approved the establishment of a Lead Independent Director
position, which the board intended to fill at the board meeting following the Companys 2010 annual
meeting of stockholders. After extensive discussion among the
independent directors in executive session, at the May 26, 2010 meeting the board
determined that the current board leadership structure, with a large majority of independent
directors, each of whom has a different perspective and role in discussions based on his or her
experience across various disciplines, including real estate, finance, life sciences, public
company management and academics, with active participation by independent
directors in chairing and serving on board committees, and with complete and open lines of communication and access to the
Chairman and Chief Executive Officer and other members of management, is operating effectively to
foster productive, timely and efficient communications among the independent directors and
management, and that it would not appoint a Lead Independent Director at this time. The board will
continue to evaluate the Companys leadership structure and may determine to appoint a Lead
Independent Director in the future.
Item 9.01. Financial Statements and Exhibits.
(d) The
following exhibit is filed herewith:
|
|
|
Exhibit |
|
|
Number |
|
Description of Exhibit |
10.1
|
|
Form of Amended and Restated Indemnification Agreement between
BioMed Realty Trust, Inc. and each of its directors and officers. |