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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/04/23 Veris Residential, Inc. 8-K:5,9 10/02/23 12:271K Toppan Merrill/FA Veris Residential, L.P. |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 44K 2: EX-10.1 Material Contract HTML 16K 7: R1 Cover HTML 57K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- tm2327711d1_8k_htm XML 23K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.DEF XBRL Definitions -- vre-20231002_def XML 73K 5: EX-101.LAB XBRL Labels -- vre-20231002_lab XML 102K 6: EX-101.PRE XBRL Presentations -- vre-20231002_pre XML 70K 3: EX-101.SCH XBRL Schema -- vre-20231002 XSD 14K 11: JSON XBRL Instance as JSON Data -- MetaLinks 27± 36K 12: ZIP XBRL Zipped Folder -- 0001104659-23-106794-xbrl Zip 26K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 4, 2023 ( i October 2, 2023)
(Exact Name of Registrant as Specified in Charter)
| i Maryland | i 1-13274 | i 22-3305147 | ||
| (State
or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
i Harborside 3, i 210 Hudson St., i Ste. 400
i Jersey City, i New Jersey i 07311
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
(Exact Name of Registrant as Specified in Charter)
| i Delaware | i 333-57103 | i 22-3315804 | ||
| (State
or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
i Harborside 3, i 210 Hudson St., i Ste. 400
i Jersey City, i New Jersey i 07311
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
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):
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Common Stock, par value $0.01 | i VRE | i 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 i ¨
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. ¨
| Co-Registrant CIK | 0001067063 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2023-10-02 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 2, 2023, the Compensation Committee of the Board of Directors of Veris Residential, Inc., a Maryland corporation (the “General Partner”) and the general partner of Veris Residential, L.P. (the “Company,” and together with the General Partner, the “Registrants”), adopted an executive compensation clawback policy (the “Clawback Policy”) in accordance with Rule 10D-1 of the Securities Exchange Act of 1934 and Section 303A.14 of the New York Stock Exchange Listed Company Manual. Under the Clawback Policy, in the event of an accounting restatement due to the material noncompliance of the Registrants with any financial reporting requirement under the securities laws, the General Partner is required to recover from executive officers of the General Partner incentive compensation paid to executive officers in any form that the executive officers would not have been entitled to receive based on the restated amounts. A copy of the Clawback policy is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
In connection with the foregoing, the Registrants hereby furnish the following documents:
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit Number |
Exhibit Title | |
| 10.1 | Executive Compensation Clawback Policy. | |
| 104.1 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VERIS RESIDENTIAL, INC. | |||
| Dated: October 4, 2023 | By: | /s/ Taryn Fielder | |
| Taryn Fielder | |||
| Executive Vice President, General Counsel and Corporate Secretary | |||
| VERIS RESIDENTIAL, L.P. | |||
| By: | Veris Residential, Inc. | ||
| its general partner | |||
| Dated: October 4, 2023 | By: | /s/ Taryn Fielder | |
| Taryn Fielder | |||
| Executive Vice President, General Counsel and Corporate Secretary | |||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/4/23 | None on these Dates | ||
| For Period end: | 10/2/23 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 Veris Residential, Inc. 10-K 12/31/23 127:19M 11/15/23 Veris Residential, Inc. 424B5 1:544K Toppan Merrill/FA 10/25/23 Veris Residential, Inc. 10-Q 9/30/23 110:15M |