Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 8, 2009, Cousins Properties Incorporated (the "Company") announced that
Thomas D. Bell, Jr. will retire as Chairman of the Board and Chief Executive
Officer and as a director effective July 1, 2009. The Company also announced
that Lawrence L. Gellerstedt III has been appointed President and Chief
Executive Officer effective July 1, 2009.
Mr. Gellerstedt, 53, joined the Company in June 2005 as Senior Vice President
and President of the Office/Multi-Family Division. He became Executive Vice
President and Chief Development Officer in May 2008 and President and Chief
Operating Officer in February 2009. Prior to joining the Company, from 2003 to
2005, Mr. Gellerstedt was Chairman and Chief Executive Officer of The
Gellerstedt Group. From 2001 to 2003, he was President and Chief Operating
Officer of The Integral Group, LLC. Mr. Gellerstedt is a director of Rock-Tenn
Company and of SunTrust Bank, Atlanta, a subsidiary of SunTrust Banks, Inc.
Compensatory arrangements with respect to Mr. Gellerstedt's appointment as Chief
Executive Officer have not yet been finalized.
The Company entered into a Retirement Agreement and General Release with
Mr. Bell dated June 7, 2009, effective as of June 15, 2009 (assuming the
agreement is not revoked prior to such date), with respect to his July 1, 2009
retirement. Pursuant to the agreement, Mr. Bell will receive a lump sum payment
of $650,000, equivalent to one year's base salary. All of his stock options,
shares of restricted stock and shares of restricted stock units that are not
vested will vest on his retirement date, and the stock options will be modified
to permit Mr. Bell the right to exercise the options through the stated term of
the options. The Company will reimburse Mr. Bell for the cost of COBRA health
insurance benefits for up to one year after his retirement. Mr. Bell has agreed
to certain non-disclosure, non-solicitation and standstill provisions. The
agreement also contains a general release and other customary terms and
conditions.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At a meeting of the Board of Directors of the Company held on June 6, 2009, the
Board voted to amend and restate the Company's Bylaws, effective immediately.
The following is a summary of the changes to the Bylaws.
Article II, Section 3 "Chairman of the Board." The Bylaws were amended to add
this section as a new provision to the Amended Bylaws to clarify that the Board
may elect a non-executive Chairman from among its members. This new provision
provides that the Board, acting by a majority of all directors, may designate a
Chairman who may be a non-executive Chairman or an officer of the Company. The
Bylaws indicate that the Chairman will preside at all board and shareholder
meetings and have the authority and responsibilities and perform the duties
determined by the Board.
Corresponding amendments were made to Article III, Section 1 "Executive
Structure of the Corporation" to clarify that (i) the position of Chairman of
the Board would not be included among the list of prescribed officers of the
Company; and (ii) the Board may elect a Chairman who may serve as an officer.
Similarly, Article III, Section 2 "Chairman of the Board of Directors" was
deleted and Article III, Section 3 "Chief Executive Officer" was revised to
correspond to the amendments described above.
The foregoing summary of the amendments to the Bylaws is not complete and is
qualified in its entirety by reference to the full text of the Bylaws, a copy of
which is filed as Exhibit 3.1 to this report and incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure
On June 8, 2009, the Company issued a press release, furnished with this Form
8-K as Exhibit 99.1, announcing the retirement of Mr. Bell, the appointment of
Mr. Gellerstedt and other matters.
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