8-KLeadership Changes

DIGITAL REALTY TRUST, INC. 8-K Report, Executive Changes (Jul 29, 2016)

Filed July 29, 2016For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

Digital Realty Trust, Inc. (DLR) announced the appointment of Mark R. Patterson as an independent director to its Board of Directors, effective July 27, 2016. Mr. Patterson will serve until the 2017 Annual Meeting of Stockholders. His election is a routine board refreshment and does not appear to be related to any specific recent events or departures. Investors should note that Mr. Patterson's compensation includes a pro rata equity award that is fully vested and an annual equity award valued at $125,000, payable in long-term incentive units or restricted stock. He will also receive an annual director fee of $75,000, with additional compensation for committee service. The company expects to enter into a standard indemnification agreement with him. This appointment is a standard corporate governance update.

Key Highlights

  • 1Appointment of Mark R. Patterson as an independent director to the Board of Directors.
  • 2Mr. Patterson's term extends until the 2017 Annual Meeting of Stockholders.
  • 3No existing arrangements or understandings tied to his selection were disclosed.
  • 4No transactions requiring disclosure under Item 404(a) of Regulation S-K involving Mr. Patterson.
  • 5Mr. Patterson received a pro rata, fully vested equity award upon election.
  • 6Eligible for an annual equity award valued at $125,000.
  • 7Annual cash retainer of $75,000 for board service, plus committee compensation.

Frequently Asked Questions

Mark R. Patterson has been elected as an independent director to Digital Realty Trust's Board of Directors. His appointment is a standard corporate governance action to maintain board composition and expertise, with no specific reasons or arrangements disclosed beyond his qualifications as an independent director.

Mr. Patterson will receive a $75,000 annual fee for his service on the Board, plus compensation for any committee assignments. He has also received a pro rata, fully vested equity award and is eligible for an annual equity award valued at $125,000, payable in long-term incentive units or restricted stock.

The filing explicitly states that there are no arrangements or understandings with Mr. Patterson that led to his selection, nor are there any transactions in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K. This suggests no immediate conflicts of interest have been identified.

Mr. Patterson has been elected to serve on the Board of Directors until the company's 2017 Annual Meeting of Stockholders and until his successor is duly elected and qualifies.