MPG Office Trust, Inc. 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 22, 2009
MAGUIRE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code)
(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:
TABLE OF CONTENTS
Section 1 Registrants Business and Operations
On June 22, 2009, Maguire Properties, Inc. and Maguire Properties, L.P. (together, the Company) entered into a Separation and Consulting Agreement with Douglas J. Gardner, the Companys Executive Vice President, Operations (the Agreement). A copy of the Agreement is filed as Exhibit 10.1 to this report.
Pursuant to the Agreement, Mr. Gardner will voluntarily resign as an employee of the Company effective July 1, 2009. The resignation is not deemed a termination by the Company without cause or by Mr. Gardner for good reason for purposes of Mr. Gardners employment agreement with the Company. As such, the Company will not be responsible for any cash severance, and Mr. Gardner will forfeit the unvested restricted stock units that he currently holds. The Companys Compensation Committee has agreed to in good faith consider a prorated bonus for Mr. Gardner for fiscal year 2009 in recognition of Mr. Gardners services for the first half of 2009. Subject to Mr. Gardners execution and non-revocation of a general release of claims, the Company has agreed to continue Mr. Gardners group health insurance coverage through December 31, 2009, subject to certain limitations.
Also pursuant to the Agreement, Mr. Gardner has agreed to provide consulting services to the Company from July 1, 2009 through December 31, 2009 at a rate of $17,500 per month. Either party can terminate the consulting arrangement on 30 days notice.
As described above, effective July 1, 2009, Douglas J. Gardner will resign from his position as Executive Vice President, Operations. Mr. Gardner is employed by the Company pursuant to a written employment agreement dated as of May 17, 2008 (as amended on December 31, 2008), which was filed with the Securities and Exchange Commission on May 19, 2008 as Exhibit 10.6 to the Companys Current Report on Form 8-K. Other than the confidentiality and non-solicitation covenants, which survive, effective as of July 1, 2009 the employment agreement will terminate.
Section 5 Corporate Governance
As described above, effective July 1, 2009, Douglas J. Gardner will resign from his position as Executive Vice President, Operations. Mr. Gardner has agreed to provide consulting services to the Company from July 1, 2009 through December 31, 2009 at a rate of $17,500 per month.
Section 7 Regulation FD
The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit attached to this report, is furnished pursuant to Item 7.01 and shall not be deemed filed for any purpose. Such information shall not be deemed incorporated by reference into any filing, regardless of any general incorporation language in such filing.
On June 26, 2009, we issued a press release regarding the resignation of Douglas J. Gardner as the Companys Executive Vice President, Operations, a copy of which is furnished as Exhibit 99.1 to this report.
Section 9 Financial Statements and Exhibits
The following exhibits are either filed or furnished with this Current Report on Form 8-K:
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.
Dated: June 26, 2009