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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
8-K/A
 
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 30, 2022 (December 13, 2022)
 
 
 
DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
(Exact name of registrant as specified in its charter)
 
 
 
         
Maryland
 
001-32336
 
26-0081711
Maryland
 
000-54023
 
20-2402955
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
   
5707 Southwest Parkway, Building 1, Suite 275
Austin, Texas
 
78735
(Address of principal executive offices)
 
(Zip Code)
(
737
)
281-0101
(Registrant’s telephone number, including area code)
 
 
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:
 
 
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))
 
 
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 each class
 
Trading
symbol(s)
 
Name of each exchange
on which registered
Common Stock
 
DLR
 
New York Stock Exchange
Series J Cumulative Redeemable Preferred Stock
 
DLR Pr J
 
New York Stock Exchange
Series K Cumulative Redeemable Preferred Stock
 
DLR Pr K
 
New York Stock Exchange
Series L Cumulative Redeemable Preferred Stock
 
DLR Pr L
 
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).
 
     
Digital Realty Trust, Inc.:    Emerging growth company  ☐
   
Digital Realty Trust, L.P.:    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.
Digital Realty Trust, Inc.:  ☐
Digital Realty Trust, L.P.:  ☐
 
 
 

Introductory Note
Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” “our company,” “the company” or “Digital Realty” refer to Digital Realty Trust, Inc., together with its consolidated subsidiaries, including Digital Realty Trust, L.P., our “operating partnership.”
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on December 13, 2022, the Board of Directors (the “Board”) of Digital Realty Trust, Inc. appointed Andrew P. Power to serve as the Chief Executive Officer of the company and as a member of the Board.
In connection with Mr. Power’s appointment as Chief Executive Officer, on December 30, 2022, the Compensation Committee of the Board approved an annual base salary for Mr. Power equal to $800,000 and a target and maximum annual bonus equal to 200% and 400%, respectively, of his base salary, in each case, effective as of the date of Mr. Power’s appointment on December 13, 2022.
In addition, on December 30, 2022, the Compensation Committee approved the grant of 2023 annual equity awards to Mr. Power consisting of time-vesting long-term incentive units in our operating partnership valued at $3,400,000 and performance-vesting Class D units in our operating partnership valued at $2,550,000 (based on target performance, with maximum performance equal to 200% of target). The time-vesting long-term incentive units are subject to vesting in annual installments over a four-year period with the first vesting date on February 27, 2024, subject to Mr. Power’s continued service with the company. The performance-vesting Class D units are subject to vesting based on our total stockholder return over a three-year performance period measured relative to the MSCI US REIT Index (RMS) over the performance period, subject to Mr. Power’s continued service with the company. The annual equity awards were granted on January 1, 2023.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Date: January 6, 2023
 
     
   
Digital Realty Trust, Inc.
   
By:  
/s/ JEANNIE LEE
   
Jeannie Lee
   
Executive Vice President, General Counsel and Secretary
   
   
Digital Realty Trust, L.P.
   
By:   Digital Realty Trust, Inc.
    Its general partner
   
By:  
/s/ JEANNIE LEE
   
Jeannie Lee
   
Executive Vice President, General Counsel and Secretary
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