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 17, 2010 (February 17,
2010)
Education
Realty Trust, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
|
Maryland
|
|
001-32417
|
|
20-1352180
|
|
(State
or Other Jurisdiction of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
|
530
Oak Court Drive, Suite 300
Memphis,
Tennessee
|
|
38117
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
(Registrant’s
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 (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 17, 2010, the Board of
Directors (the “Board”) of
Education Realty Trust, Inc. (the “Company”)
increased the size of its membership from six to seven members and elected
Howard A. Silver to fill the vacancy created and to serve as a director,
effective immediately, until the Company’s 2010 Annual Meeting of Stockholders
and until his successor is duly elected and qualified. Mr. Silver was elected
pursuant to the Amended and Restated Bylaws of the Company which provide that
the Board has the sole authority to fill any vacancy on the Board. Mr. Silver
was appointed to serve as a member of the Compensation Committee and the
Nominating and Corporate Governance Committee of the Board. There were no
arrangements or understandings between Mr. Silver and any person pursuant to
which he was elected a director. A description of the compensation payable to
members of the Company’s Board was included in the Company’s Proxy Statement
filed with the Securities and Exchange Commission on April 7, 2009.
Mr. Silver, age 55, is currently the
lead independent director of CapLease,
Inc. (NYSE:LSE), a public triple net lease real estate investment trust, and
serves as chairman of the audit committee and a member of the nomination and
investment committees. Additionally, Mr. Silver is a director of Great Wolf
Resorts, Inc. (NASDAQ:WOLF), a family entertainment resort company, where he
serves as chairman of the audit committee and a member of the compensation
committee. From May 1994 until October 2007, Mr. Silver held various executive
positions with Equity Inns, Inc., a NYSE-listed real estate investment trust
which was sold to Whitehall Global Real Estate Funds. At the time of the sale,
Mr. Silver held the positions of chief executive officer and president and was
also a director of Equity Inns, and he had previously held the positions of
chief operating officer, executive vice president of finance, secretary,
treasurer and chief financial officer. From 1992 until 1994, Mr. Silver served
as chief financial officer of Alabaster Originals, L.P., a fashion jewelry
wholesaler. Mr. Silver has been a certified public accountant since
1980 and was employed by Ernst & Young LLP from 1987 to 1992 and by Coopers
& Lybrand L.L.P. from 1978 to 1986.
In connection with Mr. Silver’s
election to the Board, the Company and Mr. Silver will enter into an
Indemnification Agreement (the “Indemnification
Agreement”). Pursuant to the terms of the Indemnification Agreement, the
Company will be required to indemnify and advance expenses to Mr. Silver to the
fullest extent permitted by Maryland law if he is or is threatened to be made a
party to a proceeding by reason of his status as a director of the Company. The
foregoing description of the Indemnification Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
form of Indemnification Agreement, a copy of which was filed as Exhibit 10.4 to
the Company’s Registration Statement on Form S-11 (File No. 333-119264) on
November 4, 2004 and which is incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On February 17, 2010, the Company
issued a press release announcing the election of Mr. Silver to the Board. 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.
|
Exhibit
No.
|
|
Description
|
|
99.1
|
|
Press
Release dated February 17, 2010
|
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.
|
|
EDUCATION
REALTY TRUST, INC.
|
|
|
|
|
|
|
|
Date:
February 17, 2010
|
By:
|
/s/
J. Drew Koester
|
|
|
|
J.
Drew Koester
Vice
President, Assistant Secretary and
Chief
Accounting Officer
|
INDEX
TO EXHIBITS
|
Exhibit
No.
|
|
Description
|
|
99.1
|
|
Press
Release dated February 17, 2010
|