Item 1.01. Entry Into a Material Definitive Agreement.
Separation-Related Agreements
On
In connection with the Separation and the Distribution, on
• Separation and Distribution Agreement;
• Tax Matters Agreement; and
• Management Agreement.
Summaries of the material terms of these agreements can be found in the
Company's information statement, dated
Exhibit 99.1 to the Company's Current Report on Form 8-K filed on
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Indemnification Agreements with Each of the Company's Directors and Executive Officers
On
The Indemnification Agreements provide that if a director or executive officer is a party or is threatened to be made a party to any proceeding, by reason of such director's or executive officer's status as a director, officer or employee of the Company, the Company must indemnify such director or executive officer, and advance expenses actually and reasonably incurred by him or her, or on his or her behalf, unless it has been established that:
· the act or omission of the director or executive officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; · the director or executive officer actually received an improper personal benefit in money, property or services; or · with respect to any criminal action or proceeding, the director or executive officer had reasonable cause to believe his or her conduct was unlawful.
Except as described below, the Company's directors and executive officers will not be entitled to indemnification pursuant to the Indemnification Agreements:
· if the proceeding was one brought by the Company or in its right and the
director or executive officer is adjudged, by final adjudication, to be liable
to the Company;
· if the director or executive officer is adjudged, by final adjudication, to be
liable on the basis that personal benefit in money, property or services was
improperly received; or
· in any proceeding brought by the director or executive officer other than (i) . . .
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Officers
In connection with the Separation and the Distribution, effective as of the Effective Time, the following individuals were elected as executive officers of the Company as set forth in the table below:
R. Ramin Kamfar Chief Executive OfficerJordan B. Ruddy President Ryan S. MacDonald Chief Investment OfficerJames G. Babb , III Chief Strategy Officer Christopher J. Vohs Chief Financial Officer and TreasurerMichael DiFranco Executive Vice President, OperationsJason Emala Chief Legal Officer and Secretary
Biographical information about the Company's executive officers can be found in the Information Statement under the section entitled "Our Manager and Management Agreement." Compensation information for the Company's named executive officers can be found in the Information Statement under the section entitled "Compensation of Directors and Officers." These sections of the Information Statement are incorporated herein by reference.
5 Appointment of Directors
On
Biographical and compensation information for each of the directors appointed to the Board can be found in the Company's Information Statement under the section entitled "Our Manager and Management Agreement," "Management - Board of Directors Following the Distribution" and "Compensation of Directors and Officers," which is incorporated by reference into this Item 5.02.
As of the effective time of their election to the Board:
• Each of
serve as members of the Audit Committee of the Board and effective as of immediately prior to the Effective Time,I. Bobby Majumder was appointed Chair of the Audit Committee;
• Each of
serve as members of the Compensation Committee of the Board andRomano Tio was appointed Chair of the Compensation Committee;
• Each of
serve as members of theNominating and Corporate Governance Committee of the Board andI. Bobby Majumder was appointed Chair of theNominating and Governance Committee ; and
•
Adoption of Compensation Plans
In connection with the Separation and the Distribution, the Company adopted the following compensation plans effective as of the Effective Time. The named executive officers of the Company are or may become eligible to participate in these compensation plans.
•Bluerock Homes Trust, Inc. 2022 Equity Incentive Plan for Individuals; and •Bluerock Homes Trust, Inc. 2022 Equity Incentive Plan for Entities.
Summaries of certain material features of these plans can be found in the Company's Information Statement under the section entitled "Incentive Plans" These summaries are incorporated herein by reference. The foregoing descriptions of these plans set forth under this Item 5.02 are not complete and are subject to, and qualified in their entirety by reference to, the full text of plans, which are attached hereto as Exhibits 10.3 and 10.4 and are incorporated herein by reference.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the Separation and the Distribution, the Company filed
amended and restated Articles of Incorporation (the "Second Articles of
Amendment and Restatement") with the Secretary of State of the
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision
of the Code of Ethics.
In connection with the Separation and the Distribution, the Board adopted a Code of Business Conduct and Ethics. The document is available on the Company's website at www.bluerock.com/bluerock-homes-trust/governance-documents. The information on the Company's website does not constitute part of this Current Report on Form 8-K and is not incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit
2.1 Separation and Distribution Agreement, dated as ofOctober 5, 2022 , by and among Bluerock Residential Growth REIT, Inc.,Badger Parent LLC ,Badger Holdco LLC ,Bluerock Residential Holdings, L.P. andBluerock Homes Trust, Inc. 3.1 Second Articles of Amendment and Restatement ofBluerock Homes Trust, Inc. 3.2 Amended and Restated Bylaws ofBluerock Homes Trust, Inc. 10.1 Tax Matters Agreement, dated as ofOctober 5, 2022 , by and among Bluerock Residential Growth REIT, Inc.,Badger Parent LLC ,Badger Holdco LLC ,Bluerock Residential Holdings, L.P. ,Bluerock REIT Holdings, LLC andBluerock Homes Trust, Inc. 10.2 Management Agreement, dated as ofOctober 5, 2022 , by and among Bluerock Homes Manager, LLC,Bluerock Homes Trust, Inc. andBluerock Residential Holdings, L.P. 10.3Bluerock Homes Trust, Inc. 2022 Equity Incentive Plan for Individuals. 10.4Bluerock Homes Trust, Inc. 2022 Equity Incentive Plan for Entities. 10.5 Indemnification Agreement by and amongBluerock Homes Trust, Inc. ,Bluerock Residential Holdings, L.P. andR. Ramin Kamfar , effectiveOctober 6, 2022 10.6 Indemnification Agreement by and amongBluerock Homes Trust, Inc. ,Bluerock Residential Holdings, L.P. andJordan Ruddy , effectiveOctober 6, 2022 10.7 Indemnification Agreement by and amongBluerock Homes Trust, Inc. ,Bluerock Residential Holdings, L.P. andRyan MacDonald , effectiveOctober 6, 2022 10.8 Indemnification Agreement by and amongBluerock Homes Trust, Inc. ,Bluerock Residential Holdings, L.P. andJames G. Babb , III effectiveOctober 6, 2022 10.9 Indemnification Agreement by and amongBluerock Homes Trust, Inc. ,Bluerock Residential Holdings, L.P. andChristopher J. Vohs , effectiveOctober 6, 2022 10.10 Indemnification Agreement by and amongBluerock Homes Trust, Inc. ,Bluerock Residential Holdings, L.P. andMichael DiFranco , effectiveOctober 6, 2022 10.11 Indemnification Agreement by and amongBluerock Homes Trust, Inc. ,Bluerock Residential Holdings, L.P. andJason Emala , effectiveOctober 6, 2022 10.12 Indemnification Agreement by and amongBluerock Homes Trust, Inc. ,Bluerock Residential Holdings, L.P. andI. Bobby Majumder , effectiveOctober 6, 2022 10.13 Indemnification Agreement by and amongBluerock Homes Trust, Inc. ,Bluerock Residential Holdings, L.P. andElizabeth Harrison , effectiveOctober 6, 2022 10.14 Indemnification Agreement by and amongBluerock Homes Trust, Inc. ,Bluerock Residential Holdings, L.P. andKamal Jafarnia , effectiveOctober 6, 2022 10.15 Indemnification Agreement by and amongBluerock Homes Trust, Inc. ,Bluerock Residential Holdings, L.P. andRomano Tio , effectiveOctober 6, 2022 99.1 Press Release ofBluerock Homes Trust, Inc. , issuedOctober 6, 2022 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. 8
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