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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 13, 2023
Date of Report (Date of earliest event reported)
Essential Properties Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | | 001-38530 | | 82-4005693 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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902 Carnegie Center Blvd., Suite 520 | | |
Princeton, New Jersey | | 08540 |
| (Address of principal executive offices) | | (Zip Code) |
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| Registrant’s telephone number, including area code: | | (609) 436-0619 |
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: |
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Common stock, $0.01 par value | | EPRT | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 13, 2023, Paul T. Bossidy notified Essential Properties Realty Trust, Inc. (the “Company”) of his intent to retire as Chairman (“Chairman”) of the Company’s Board of Directors (the “Board”), effective as of December 31, 2023. Mr. Bossidy’s retirement decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, disclosures, policies or practices. In connection with Mr. Bossidy’s retirement, the size of the Board will be reduced from eight members to seven members, and the Board has appointed current Board member, Mr. Scott A. Estes, to become the Board’s Chairman upon Mr. Bossidy's retirement.
Item 7.01. Regulation FD Disclosure.
On November 13, 2023, the Company issued a press release announcing Paul T. Bossidy’s retirement from the Board, as described in Item 5.02 of this Current Report. A copy of the press release is furnished herewith as Exhibit 99.1.
The information set forth in this Item 7.01 and in the attached Exhibit 99.1 is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any filing of the company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.
Item 9.01 — Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being filed herewith:
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| Exhibit No. | | Description |
| | Press Release dated November 13, 2023 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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Date: November 13, 2023 | ESSENTIAL PROPERTIES REALTY TRUST, INC. |
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| By: | /s/ Mark E. Patten |
| | Mark E. Patten |
| | Executive Vice President, Chief Financial Officer, Treasurer and Secretary |
Essential Properties Realty Trust, Inc. Announces Retirement of Paul T. Bossidy, Chairman of the Board, and Appointment of Scott A. Estes as New Board Chair
PRINCETON, N.J.--(BUSINESS WIRE)--Essential Properties Realty Trust, Inc. (NYSE: EPRT; “Essential Properties” or the “Company”) announced today that Paul T. Bossidy has notified the Company of his intent to retire as Chairman (“Chairman”) of the Company’s Board of Directors (the “Board”), effective as of December 31, 2023, after nearly 7 years as Chairman. Mr. Bossidy’s retirement decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, disclosures, policies or practices. In connection with Mr. Bossidy’s retirement, the size of the Board will be reduced from eight members to seven members, and the Board has appointed current Board member, Mr. Scott A. Estes, to become the Board’s Chairman upon Mr. Bossidy’s retirement.
Mr. Mavoides, CEO and Director of the Company, commented, “Scott has been a valuable member of our Board since our IPO and I am confident he will do an excellent job in his new capacity as Chairman of the Board. Scott brings a wealth of experience in growing a sector-leading REIT.” Mr. Mavoides continued, “On behalf of the entire EPRT team, I would like to thank Paul for his significant contributions in helping take us from just a business plan to the company that we are today. Personally, I want to thank Paul for his mentorship to me over these years.”
Mr. Bossidy commented, “It has been a pleasure working with Pete and this management team as they have executed on delivering superior results for the Company’s stockholders. I believe the Company is well-positioned to continue to deliver for stockholders with Scott’s seasoned leadership of the Board of Directors.”
Mr. Estes commented, “I have enjoyed working closely with Paul on the EPRT Board since our IPO in 2018 and wish him the best in his future endeavors. I look forward to stepping into the role of Board Chair and intend to work closely with both the Board and the management team to continue the thoughtful stewardship of the organization and sustain our track-record of value creation for our stockholders.”
About Mr. Estes
Mr. Estes has over 29 years of REIT industry experience. He served as Executive Vice President and Chief Financial Officer of Welltower, Inc. (NYSE: WELL), a NYSE-listed, S&P 500 constituent REIT focused on healthcare infrastructure during his 14 year-tenure at the company. Mr. Estes currently serves as a member of the board of trustees and audit committee chairman of JBG SMITH Properties (NYSE: JBGS), an NYSE-listed REIT that owns, operates, and develops a dynamic portfolio of mixed-use properties in and around Washington D.C., and is also a member of the board of directors and audit committee chairman of American Healthcare REIT (OTCMKTS: AHTR), a self-managed, publicly registered, healthcare REIT that owns and/or operates a diverse portfolio of healthcare real estate assets.
About Essential Properties Realty Trust, Inc.
Essential Properties Realty Trust, Inc. is an internally managed REIT that acquires, owns and manages primarily single-tenant properties that are net leased on a long-term basis to companies operating service-oriented or experience-based businesses. As of September 30, 2023, the Company’s portfolio consisted of 1,793 freestanding net lease properties with a weighted average lease term of 13.9 years and a weighted average rent coverage ratio of 4.0x. In addition, as of September 30, 2023, the Company’s portfolio was 99.8% leased to 363 tenants operating 584 different concepts in 16 industries across 48 states.
Investor/Media:
Essential Properties Realty Trust, Inc.
Robert W. Salisbury, CFA
Senior Vice President, Capital Markets
609-436-0619
investors@essentialproperties.com