Document
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): July 28, 2017 (July 25, 2017)
Cousins Properties Incorporated
(Exact name of registrant as specified in its charter)
Georgia
(State or other jurisdiction of incorporation)
001-11312
(Commission File Number)
58-0869052
(IRS Employer Identification Number)
3344 Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326-4802
(Address of principal executive offices)
Registrant’s telephone number, including area code: (404) 407-1000
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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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. o
Item 5.02. Appointment of Certain Officer.
On July 25, 2017, the Board of Directors (the “Board”) of Cousins Properties Incorporated (the “Company”) appointed M. Colin Connolly as President and Chief Operating Officer, effective July 25, 2017.
Mr. Connolly, 41, joined the Company in September 2011 as Senior Vice President. He became Senior Vice President and Chief Investment Officer in May 2013, Executive Vice President and Chief Investment Officer in December 2015 and Executive Vice President and Chief Operating Officer in July 2016. Prior to joining the Company, Mr. Connolly served as Executive Director with Morgan Stanley from December 2009 to August 2011 and as Vice President with Morgan Stanley from December 2006 to December 2009.
Mr. Connolly’s compensation is described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 16, 2017. As of the date of this report, there are no changes to Mr. Connolly’s compensation as a result of this promotion.
The Company issued a press release on July 28, 2017, announcing Mr. Connolly’s appointment as President and Chief Operating Officer. A copy of that press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 8.01. Other Events.
On July 25, 2017, the Board of Directors of the Company (the “Board”) unanimously elected Lawrence L. Gellerstedt to the combined role of Chairman of the Board and Chief Executive Officer. With this election, S. Taylor Glover was elected to the role of Lead Director. Both elections are effective July 25, 2017.
No other memberships on the Board or its committees changed as a result of these elections.
Mr. Gellerstedt, 61, joined the Company in July 2005, as Senior Vice President of the Company and President of the Office/Multi-Family Division of the Company. He became Executive Vice President and Chief Development Officer in May 2008, Executive Vice President and Chief Operating Officer in February 2009 and President and Chief Executive Officer in July 2009.
Mr. Glover, 66, joined in the Board in 2005 and has served as non-executive Chairman of the Board since July 2009.
As of the date of this report, no compensation changes were made for either of Messrs. Gellerstedt or Glover as result of these changes.
The Company issued a press release on July 28, 2017, announcing Mr. Gellerstedt’s appointment as Chairman and Chief Executive Officer. A copy of that press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Exhibit No. Exhibit Description
99.1 Press Release, dated July 28, 2017
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 28, 2017
COUSINS PROPERTIES INCORPORATED
By: /s/ Pamela F. Roper_______________
Pamela F. Roper
Executive Vice President, General Counsel and Corporate Secretary
EXHIBIT INDEX
Exhibit No. Exhibit Description
99.1 Press Release, dated July 28, 2017