e8vk
 
 
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
November 3, 2010 (November 2, 2010)
Date of Report (Date of earliest event reported)
FIRST INDUSTRIAL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
         
Maryland
(State or other jurisdiction of
incorporation or organization)
  1-13102
(Commission File Number)
  36-3935116
(I.R.S. Employer
Identification No.)
311 S. Wacker Drive, Suite 3900
Chicago, Illinois 60606

(Address of principal executive offices, zip code)
(312) 344-4300
(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):
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 November 3, 2010, the Board of Directors of First Industrial Realty Trust, Inc. (the “Company”) elected Leonard Peter Sharpe to serve as a director of the Company and also to serve on the Compensation Committee and the Audit Committee of the Company’s Board of Directors.
     On November 2, 2010, the Compensation Committee of the Board of Directors of the Company approved, and on November 3, 2010 the Board of Directors of the Company ratified, criteria for the Compensation Committee to use when granting awards with respect to 2010 performance to the Company’s chief executive officer and certain other senior executive officers under the Company’s incentive compensation plan (the “2010 Executive Officer Bonus Plan”). Award determinations under the 2010 Executive Officer Bonus Plan will be based on the Company’s achievement of certain identified thresholds of funds from operations (“FFO”) per share (using the NAREIT definition) per annum. Achievement of a minimum threshold will qualify each executive officer covered by the 2010 Executive Officer Bonus Plan to receive a bonus. Achievement by the Company of specifically identified higher levels of performance with respect to FFO will result in receipt by each executive officer covered by the 2010 Executive Officer Bonus Plan of 25%, 50%, 75%, 100% or 125%, respectively, of his stated bonus opportunity. Should performance fall between two identified payout levels, the resulting compensation that may be earned for such performance will be appropriately prorated.
Item 7.01   Regulation FD Disclosure.
     Attached hereto as Exhibit 99.1 is a copy of the Company’s press release dated November 3, 2010, which contains information regarding Mr. Sharpe.
     The information furnished in this report under this Item 7.01, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.
Item 9.01   Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
         
Exhibit No.   Description
  99.1    
First Industrial Realty Trust, Inc. Press Release dated November 3, 2010 (furnished pursuant to Item 7.01).

 


 

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.
         
  FIRST INDUSTRIAL
REALTY TRUST, INC.
 
 
  By:   /s/ Scott A. Musil    
    Name:   Scott A. Musil   
    Title:   Acting Chief Financial Officer (Principal Financial Officer)   
 
Date: November 3, 2010

 

exv99w1
Exhibit 99.1
(LOGO)
       
 
    First Industrial Realty Trust, Inc.
 
    311 South Wacker Drive
 
    Suite 3900
 
    Chicago, IL 60606
 
    312/344-4300
 
    FAX: 312/922-9851
 
    MEDIA RELEASE
L. Peter Sharpe Joins Board of Directors
of First Industrial Realty Trust
CHICAGO, November 3, 2010 — First Industrial Realty Trust, Inc. (NYSE: FR), a leading provider of industrial real estate supply chain solutions, announced today that L. Peter Sharpe has joined its board of directors. Mr. Sharpe is president and chief executive officer of The Cadillac Fairview Corporation Limited, one of North America’s largest investors, owners and managers of commercial real estate.
Bruce W. Duncan, president and CEO of First Industrial, said, “We are pleased that Peter has joined our board, as the Company will benefit from his vast experience as an owner, operator and leader in the real estate industry.”
Mr. Sharpe has served as Cadillac Fairview’s president and CEO since 2000. Previously, he held various other positions at the company, including serving as its executive vice president of operations. He currently serves as a director of Multiplan Empreendimentos Imobiliários S.A. (Bovespa: MULT3), one of the leading developers, owners and operators of shopping centers in Brazil. Mr. Sharpe recently completed a term as chairman of the International Council of Shopping Centers (ICSC), the global trade association of the shopping center industry. Previously, he served as a director on the boards of Fairmont Hotels & Resorts and Legacy REIT. He also was past chairman and board member of the Real Property Association of Canada. Mr. Sharpe earned his Economics and Business Administration degree with honors from Waterloo Lutheran University.
About First Industrial Realty Trust, Inc.
First Industrial Realty Trust, Inc. (NYSE: FR) is a leading owner and operator of industrial real estate and provider of supply chain solutions to multinational corporations and regional customers. Across major markets in North America, our local market experts manage, lease, buy, (re)develop, and sell bulk and regional distribution centers, light industrial, and other industrial facility types. We have a track record of industry leading customer service, and in total, we own, manage and have under development 74 million square feet of industrial space. For more information, please visit us at www.firstindustrial.com. We post or otherwise make available on this website from time to time information that may be of interest to investors.
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Forward-Looking Information
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “seek,” “target,” “potential,” “focus,” “may,” “should” or similar expressions. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a materially adverse effect on our operations and future prospects include, but are not limited to: changes in national, international, regional and local economic conditions generally and real estate markets specifically; changes in legislation/regulation (including changes to laws governing the taxation of real estate investment trusts) and actions of regulatory authorities (including the Internal Revenue Service); our ability to qualify and maintain our status as a real estate investment trust; the availability and attractiveness of financing (including both public and private capital) to us and to our potential counterparties; the availability and attractiveness of terms of additional debt repurchases; interest rates; our credit agency ratings; our ability to comply with applicable financial covenants; competition; changes in supply and demand for industrial properties (including land, the supply and demand for which is inherently more volatile than other types of industrial property) in the Company’s current and proposed market areas; difficulties in consummating acquisitions and dispositions; risks related to our investments in properties through joint ventures; environmental liabilities; slippages in development or lease-up schedules; tenant creditworthiness; higher-than-expected costs; changes in asset valuations and related impairment charges; changes in general accounting principles, policies and guidelines applicable to real estate investment trusts; international business risks; and those additional factors described under the heading “Risk Factors” and elsewhere in the Company’s annual report on Form 10-K for the year ended December 31, 2009 and in the Company’s subsequent reports on Form 10-Q. We caution you not to place undue reliance on forward-looking statements, which reflect our outlook only and speak only as of the date of this press release or the dates indicated in the statements. We assume no obligation to update or supplement forward-looking statements. For further information on these and other factors that could impact the Company and the statements contained herein, reference should be made to the Company’s filings with the Securities and Exchange Commission.
     
Contact:
  Art Harmon
 
  Director, Investor Relations and Corporate Communications
 
  312-344-4320
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