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KRG > SEC Filings for KRG > Form 8-K on 13-Nov-2012All Recent SEC Filings

Show all filings for KITE REALTY GROUP TRUST



Change in Directors or Principal Officers, Financial Statements and Exhib

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

5.02(d): On November 7, 2012, the Board of Trustees (the "Board") of Kite Realty Group Trust (the "Company") elected Victor J. Coleman as a trustee of the Company, effective immediately. Mr. Coleman was also appointed to the Corporate Governance and Nominating Committee and the Compensation Committee of the Board. The Board has determined, after considering all of the relevant facts and circumstances known as of the date hereof, that Mr. Coleman is an independent trustee in accordance with the NYSE listing standards and the Company's Corporate Governance Guidelines.

In connection with his election as a member of the Board, Mr. Coleman will be entitled to certain compensation that all of the Company's non-employee trustees receive, including: (i) $1,000 per Board or Committee meeting and reimbursement for reasonable business expenses incurred in connection with attendance at Board meetings, (ii) a $25,000 annual retainer, paid 50% in cash and 50% in unrestricted common shares (which will be pro rated for Mr. Coleman's service in 2012), (iii) 3,000 restricted common shares that will vest one year from the date of grant, upon Mr. Coleman's initial election to the Board, and (iv) annually, beginning in 2013, restricted common shares with a value of $25,000 that will vest one year from the date of grant.

As a non-employee trustee, Mr. Coleman may elect to defer eligible fee and retainer compensation until such time as his service on the Board is terminated, pursuant to the Company's Trustee Deferred Compensation Plan. Pursuant to the plan, equity compensation which is deferred vests immediately and is credited as a number of deferred share units to an individual account for each trustee. A share unit represents an unfunded right to receive one of the Company's common shares at a future date. Share units are credited with dividend equivalents to the extent dividends are paid on the Company's common shares.

The foregoing is qualified in its entirety by reference to the press release announcing such appointment, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.

    Exhibit No.   Description
       99.1       Kite Realty Group Trust Press Release dated November 8, 2012

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