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
Date of report (Date of earliest event reported): August 29, 2012
TNP Strategic Retail Trust, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland | 000-54376 | 90-0413866 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1900 Main Street, Suite 700
Irvine, California 92614
(Address of Principal Executive Offices, including Zip Code)
Registrants telephone number, including area code: (949) 833-8252
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):
¨ | 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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Co-Chief Executive Officer
On August 29, 2012, the Board of Directors of TNP Strategic Retail Trust, Inc. (the Company) appointed Peter K. Kompaniez as Co-Chief Executive Officer of the Company, with Anthony W. Thompson also to serve as Co-Chief Executive Officer of the Company. Mr. Kompaniezs primary responsibility in his role as Co-Chief Executive Officer is the oversight, with the Companys Chief Financial Officer, of the Companys financial reporting, disclosure controls and procedures and internal control over financial reporting, legal compliance and transactions with the Companys external advisor, TNP Strategic Retail Advisor, LLC. Mr. Kompaniez has extensive experience serving as an executive officer of public companies, including Apartment Investment and Management Company (AIMCO) (NYSE: AIV), which he co-founded in 1994. Mr. Kompaniez has over three decades of M&A and real estate acquisition and management experience. Please see the full biographical information for Mr. Kompaniez below. The Board of Directors of the Company determined to create the new Co-Chief Executive Officer position to continue to improve the Companys internal control over financial reporting.
As Co-Chief Executive Officer, Mr. Thompsons primary responsibility will be (i) the evaluation, acquisition, management and disposition of the Companys investments and (ii) the oversight of the Companys capital raising efforts, including, but not limited to, the oversight and evaluation of the Companys dealer manager for the Companys continuous public offering.
Peter K. Kompaniez, age 67, has served as one of the Companys independent directors since June 2011. Mr. Kompaniez co-founded Apartment Investment and Management Company (AIMCO) (NYSE: AIV) in 1994 and has served in several capacities as its President, Vice Chairman and a member of its Board of Directors from inception to 2008. AIMCO is an S&P 500 self-administered and self-managed REIT that engages in the acquisition, ownership, management and redevelopment of apartment properties. During his tenure at AIMCO, Mr. Kompaniez oversaw the negotiation and closing of portfolio acquisitions of approximately 170,000 apartment units with an aggregate cost of approximately $10 billion, including the implementation and integration of such portfolios into AIMCO. Mr. Kompaniez is currently a special advisor to Terry Considine, the Chief Executive Officer of AIMCO, with the title of Co-Founder. Mr. Kompaniez is also currently the owner and Chief Executive Officer of The TBL Group, a company that provides consulting services and invests in real estate. Prior to founding AIMCO, Mr. Kompaniez served as the President and Chief Executive Officer of PDI Realty from 1992 to 1994. PDI Realty provided asset and property management services. In addition, from 1986 to 1992, Mr. Kompaniez served as the President and Chief Executive Officer of Heron Financial Group, an owner and developer of office, industrial and apartment buildings and commercial shopping centers throughout the United States. Mr. Kompaniez has also served as a member of the board of directors of American Health Properties (NYSE), NHP Properties (AMEX) and Oxford Property Trust (AMEX). Mr. Kompaniez practiced law from 1969 to 1986 as a partner in the law firm of Loeb & Loeb LLP in Los Angeles, California. Mr. Kompaniez earned a Bachelor of Arts degree in American Studies from Yale College and a Juris Doctor degree from the University of California at Berkeley, Boalt Hall School of Law.
Resignation of Director
In connection with his appointment as Co-Chief Executive Officer, on August 29, 2012, Mr. Kompaniez notified the Company of his resignation from his position as a member of the Board of Directors of the Company, effective immediately. Mr. Kompaniezs resignation from his position as a director was not the result of any disagreements between Mr. Kompaniez and the Company on any matters relating to the Companys operations, policies or practices. Pursuant to the Companys Articles of Amendment and Restatement, the Company is seeking to identify and appoint a new independent director within 60 days.
On August 29, 2012, the Board of Directors amended the terms of the restricted stock previously granted to Mr. Kompaniez pursuant to the Companys Independent Director Compensation Plan (the Plan) such that the unvested shares of restricted stock held by Mr. Kompaniez will not be forfeited upon his resignation as a director. The unvested shares of restricted stock held by Mr. Kompaniez will continue to vest pursuant to the terms of the Plan.
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.
TNP STRATEGIC RETAIL TRUST, INC. | ||||||
Date: September 5, 2012 | By: | /s/ Dee R. Balch | ||||
Dee R. Balch | ||||||
Chief Financial Officer, Treasurer and Secretary |