Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 2, 2010 (February 1,
2010)
Education
Realty Trust, Inc.
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(Exact
Name of Registrant as Specified in Its
Charter)
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Maryland
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001-32417
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20-1352180
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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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530 Oak Court Drive, Suite
300
Memphis,
Tennessee
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38117
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(Address of Principal Executive
Offices)
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(Zip
Code)
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(Registrant’s
telephone number, including area
code)
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(Former
Name or Former Address, if Changed Since Last
Report)
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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):
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 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On
February 1, 2010, Education Realty Trust, Inc. (the “Company”)
and Craig L. Cardwell mutually agreed that Mr. Cardwell would conclude his
employment with the Company effective February 12, 2010 in order to afford Mr.
Cardwell the opportunity to pursue entrepreneurial opportunities outside of the
Company. Accordingly, Mr. Cardwell will cease to be an Executive Vice President
of the Company and the President of Allen & O’Hara Education Services, Inc.
Mr. Cardwell’s departure was not related to the Company’s financial or operating
results or to any disagreements or concerns regarding the Company’s financial or
reporting practices.
In
connection with his departure, Mr. Cardwell has entered into a Separation and
Release Agreement with the Company (the “Release
Agreement”), required by Section 6(b) of Mr. Cardwell’s Amended and
Restated Executive Employment dated October 29, 2008 (the “Employment
Agreement”), a copy of which was filed as Exhibit 10.3 to the Company’s
Quarterly Report on Form 10-Q filed on November 4, 2008 and which is
incorporated herein by reference.
Pursuant
to the Release Agreement, the Company will pay Mr. Cardwell: (i) all accrued but
unpaid wages, vacation and bonus through the termination date, (ii) all
approved, but unreimbursed, business expenses, and (iii) any COBRA continuation
coverage premiums required for the coverage of Mr. Cardwell and his eligible
dependents under the Company’s major medical group health plan for a period of
up to eighteen (18) months. In addition, the Company will pay Mr.
Cardwell a severance payment in the amount of $200,940 (his current base salary)
payable over a period of twelve (12) months, in accordance with the Company’s
regular payroll practices. The Company has also agreed to shorten the
duration of the restrictive covenants set forth in Sections 8(f)-(i) of the
Employment Agreement (the “Restrictive
Covenants”) to twelve (12) months. In consideration of these
payments and concessions, Mr. Cardwell has agreed to a general release of
potential claims against the Company and certain of its related
parties. Additionally, Mr. Cardwell has acknowledged that all
payments and benefits to be received under the Release Agreement are conditioned
upon his non-revocation of the Release Agreement and his continued compliance
with the Restrictive Covenants and any and all other post-termination
obligations set forth in the Employment Agreement and in the Release
Agreement.
The
foregoing description of the Release Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Release
Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current
Report on Form 8-K and which is incorporated herein by reference.
In
connection with Mr. Cardwell’s departure, on February 1, 2010, the Company
announced the appointment of Christine D. Richards, age 40, as Senior Vice
President of Property Operations. Ms. Richards will be responsible for
overseeing the daily operations of the Company’s 44 owned and joint ventured
student housing communities. Previously, Ms. Richards served as the
Company’s Vice President of Operations from 2006 to 2010 and as Regional
Director from 2001 to 2006. Prior to joining the Company, Ms.
Richards held various management positions at Gables Residential Trust, a
national multi-family Real Estate Investment Trust, from 1989 to
2001. Ms. Richards is a member of the Institute of Real Estate
Management and a Certified Property Manager (CPM).
Item
7.01. Regulation FD Disclosure.
On
February 2, 2010, the Company issued a press release announcing Mr. Cardwell’s
departure. A copy of the press release is furnished herewith as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Separation
and Release Agreement between Education Realty Trust, Inc. and Craig L.
Cardwell
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99.1
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Press
Release dated February 2, 2010
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SIGNATURE
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.
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EDUCATION
REALTY TRUST, INC.
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Date: February 2, 2010
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By:
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/s/ Randall L.
Churchey
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Randall L.
Churchey
President and Chief Executive
Officer
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INDEX TO EXHIBITS
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Exhibit
No.
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Description
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10.1
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Separation
and Release Agreement between Education Realty Trust, Inc. and Craig L.
Cardwell
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99.1
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Press
Release dated February 2, 2010
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