Current Report Filing (8-k)
04 März 2022 - 11:27PM
Edgar (US Regulatory)
false000145586300014558632022-03-042022-03-04
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 4, 2022
AMERICOLD REALTY TRUST
(Exact name of registrant as specified in its charter)
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Maryland
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001-34723
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93-0295215
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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10 Glenlake Parkway, |
South Tower, Suite 600 |
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Atlanta, |
Georgia |
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30328 |
(Address of principal executive offices)
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(Zip Code)
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(678) 441-1400
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2.
below):
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☐ |
Written communications 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)) |
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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).
Americold Realty Trust: 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 provided pursuant to Section 13(a) of the Exchange Act.
Americold Realty Trust:
☐
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Shares of Beneficial Interest, $0.01 par value per
share |
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COLD |
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New York Stock Exchange |
Item 5.02 — Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On March 4, 2022, Americold Realty Trust (the “Company”) and Carlos
Rodriguez, Executive Vice President and Chief Operating Officer,
mutually agreed that Mr. Rodriguez’s employment with the Company
will terminate, effective immediately. The Company, as part of its
efforts to streamline its business operations, has eliminated the
position of Chief Operating Officer.
In connection with his separation, and consistent with the terms of
his existing employment agreement previously filed with the
Securities and Exchange Commission, Mr. Rodriguez will receive the
following: (i) continued base salary for a period of 12 months;
(ii) prorated annul incentive plan bonus based on the number of
days employed during the bonus period (to the extent that
performance metrics relating to bonus are met at the end of the
bonus period as determined after the year-end audit); (iii) payment
or reimbursement of welfare plan coverage (other than long- and
short-term disability plans), including COBRA premiums for Mr.
Rodriguez and his eligible dependents, for up to 12 months; (iv)
the next installment of his time-based restricted stock units and
operating partnership profits units that would have vested on the
next scheduled vesting date after March 4, 2022 will vest; and (v)
a prorated portion of his performance-based restricted stock units
and operating partnership profits units will remain eligible to
vest based on actual performance through the last day of the
performance period, based on the number of days during the
performance period that Mr. Rodriguez was employed, subject to his
execution and non-revocation of a release of claims and compliance
with post-termination restrictive covenants as set forth in his
employment agreement.
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.
Date: March 4, 2022
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AMERICOLD REALTY TRUST |
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By: |
/s/ Marc J. Smernoff |
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Name: Marc J. Smernoff
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Title: Chief Financial Officer and Executive Vice
President
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