Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On January 26, 2021, the Board of Directors (the "Board") of Stratus
Properties Inc. ("Stratus"), upon the recommendation of the Nominating and
Corporate Governance Committee of the Board, approved an increase in the size of
the Board from six directors to seven directors and appointed Kate B. Henriksen
to serve as a Class III director of the Board, effective immediately.
Ms. Henriksen was also appointed as a member of the Nominating and Corporate
Governance Committee and the Compensation Committee of the Board. As a Class III
director, Ms. Henriksen will serve until Stratus' 2022 annual meeting of
stockholders and until her successor is duly elected and qualified.
The Board determined that Ms. Henriksen is independent pursuant to the director
independence standards established under the NASDAQ Stock Market listing rules
and Stratus' Corporate Governance Guidelines, and that she meets the additional
requirements for service on Stratus' Compensation Committee. The Board now
consists of seven directors, six of whom are independent. There is no
arrangement or understanding between Ms. Henriksen and any other person pursuant
to which Ms. Henriksen was selected as a director. There are no transactions
involving Stratus and Ms. Henriksen that Stratus would be required to report
under Item 404(a) of Regulation S-K.
Ms. Henriksen will receive compensation for her Board and committee service in
accordance with Stratus' standard compensation arrangements for non-employee
directors, which are described in Stratus' definitive proxy statement on
Schedule 14A filed with the U.S. Securities and Exchange Commission on April 3,
2020 under the heading "Director Compensation." With respect to the equity-based
component of Stratus' non-employee director compensation arrangements, on
January 26, 2021, Stratus approved a grant of restricted stock units to
Ms. Henriksen with a pro-rated target grant date value of $27,000, with the
number of restricted stock units determined based on the closing stock price of
Stratus' common stock on January 26, 2021. The restricted stock units will vest
ratably over four years beginning on September 1, 2021.
Stratus' current Class II directors, with terms expiring at the 2021 annual
meeting of stockholders and until their successors are elected and qualified,
are Neville L. Rhone, Jr. and James C. Leslie. Stratus' current Class III
directors, with terms expiring at the 2022 annual meeting of stockholders and
until their successors are elected and qualified, are Kate B. Henriksen, Charles
W. Porter and William H. Armstrong III. Stratus' current Class I directors, with
terms expiring at the 2023 annual meeting of stockholders and until their
successors are elected and qualified, are James E. Joseph and Michael D. Madden.
Item 8.01. Other Events.
Stratus issued a press release dated January 27, 2021 announcing the appointment
of Kate B. Henriksen to the Board of Directors. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated by reference into this Item
8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibit Title
99.1 Press release dated January 27, 2021, titled "Stratus Properties
Inc. Announces Appointment of Kate B. Henriksen to its Board of
Directors."
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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