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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 1, 2021

  

 

 

CoreSite Realty Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-34877   27-1925611

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1001 17th Street, Suite 500, Denver, CO

(Address of principal executive offices)

 

80202

(Zip Code)

 

Registrant’s telephone number, including area code: (866) 777-2673

 

N/A

(Former name or former address, if changed since last report.) 

 

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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  Name of Exchange On Which Registered
Common Stock, $0.01 par value per share  COR  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 ¨ 

 

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. ¨

 

 

 

 

 

  

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

 

(b)           Departure of Directors

 

On February 1, 2021, each of James A. Attwood, Jr. and J. David Thompson informed the Board of Directors (the “Board”) of CoreSite Realty Corporation (the “Company”) that he will not stand for re-election to the Board at the Company’s 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). Neither Mr. Attwood’s nor Mr. Thompson’s decision was based on any disagreement with the Company or management. Each of Mr. Attwood and Mr. Thompson will remain a director until the 2021 Annual Meeting.

 

(d)           Election of Directors

 

On February 1, 2021, the Board, upon the recommendation of the Board’s Nominating/Corporate Governance Committee and pursuant to the Amended and Restated Bylaws of the Company, approved an increase to the size of the Board to ten members and elected Michael H. Millegan to fill the vacancy with an initial term expiring at the 2021 Annual Meeting and when his successor is duly elected and qualifies. The Board also appointed Mr. Millegan to serve on the Compensation Committee of the Board, and has determined that Mr. Millegan is “independent” pursuant to the listing standards of the New York Stock Exchange. Following the 2021 Annual Meeting, the Company expects the size of the Board will be reduced to eight members.

 

There were no arrangements or understandings between Mr. Millegan and any other persons regarding his election to the Board, nor is he party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.

 

Mr. Millegan will be compensated for his Board and committee service consistent with the compensation arrangements provided to the Board’s other non-employee directors who are also not employees of The Carlyle Group L.P., which are more fully described in the “2019 Director Compensation” section of the Company’s definitive proxy statement for its 2020 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 26, 2020 as supplemented on March 26, 2020 and April 13, 2020.  Mr. Millegan will receive prorated amounts of the annual cash retainer and the annual restricted stock units and dividend equivalents for 2021.  Mr. Millegan will also enter into the Company’s form of indemnification agreement for directors.

  

Item 7.01Regulation FD Disclosure.

 

On February 1, 2021, the Company issued a press release announcing the election of Mr. Millegan to the Board, as described in Item 5.02 of this Current Report. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof.

 

Item 9.01Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No.   Description
     
99.1   Press release, dated February 1, 2021, regarding the election of Michael H. Millegan to the Board of Directors of CoreSite Realty Corporation
     
104   Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CORESITE REALTY CORPORATION
     
       
   Date: February 1, 2021   By: /s/ Jeffrey S. Finnin
      Name: Jeffrey S. Finnin
      Title: Chief Financial Officer

 

 

 

 

 

 

 

Exhibit 99.1

 

 

Michael Millegan Joins CoreSite Realty Corporation’s Board of Directors

 

Denver, CO – February 1, 2021 – CoreSite Realty Corporation (NYSE:COR) (the “Company” or “CoreSite”), a premier provider of secure, reliable, high-performance data center, cloud and interconnection solutions in major U.S. metropolitan areas, today announced Michael Millegan, founder and current Chief Executive Officer of Millegan Advisory Group 3 LLC, has joined CoreSite’s board of directors as an independent director effective February 1, 2021.

 

“Michael brings valuable global telecommunications experience as well as noteworthy board experience, which will be a tremendous asset to CoreSite,” said Robert Stuckey, Chairman of CoreSite’s board of directors. “We are pleased to have Michael join CoreSite’s board.”

 

Mr. Millegan is a current board member and member of the Audit Committee and Finance Committee for Portland General Electric Company, as well as a current board member and member of the Compensation Committee and Nominating and Corporate Governance Committee for Wireless Telecom Group.

 

Prior to founding Millegan Advisory Group 3 LLC, Mr. Millegan served as President of Verizon Global Wholesale from 2007 to 2014 and in various other senior management positions during his career at Verizon and GTE, where he last served as President of GTE Wireless NW.

 

“I am delighted with the opportunity to work with CoreSite and look forward to making contributions to CoreSite’s continued success as a trusted partner of leading enterprises, network operators and cloud providers who choose CoreSite’s network-and-cloud-dense campuses to accelerate and future-proof their digital transformation ,” Mr. Millegan said.

 

CoreSite also announced that two of its board members, James A. Attwood, Jr., and J. David Thompson, have elected not to stand for reelection at the Company’s upcoming Annual Meeting of Stockholders currently scheduled for May 19, 2021. Messrs. Attwood and Thompson both have served as directors since the Company’s initial public offering in September 2010.

 

“We would like to thank Jim and David for their valuable leadership,” said Mr. Stuckey. “They have been excellent directors and have made significant contributions to CoreSite’s success over the past 10 and a half years.”

 

About CoreSite

 

CoreSite Realty Corporation (NYSE:COR) delivers secure, reliable, high-performance data center, cloud and interconnection solutions to a growing customer ecosystem across eight key North American markets. More than 1,350 of the world’s leading enterprises, network operators, cloud providers, and supporting service providers choose CoreSite to connect, protect and optimize their performance-sensitive data, applications and computing workloads. Our scalable, flexible solutions and 460+ dedicated employees consistently deliver unmatched data center options — all of which leads to a best-in-class customer experience and lasting relationships. For more information, visit www.CoreSite.com.

 

 

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CoreSite Contact

 

Kate Ruppe

Investor Relations

303-222-7369
InvestorRelations@CoreSite.com

 

Forward Looking Statements

 

This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond CoreSite’s control that may cause actual results to differ significantly from those expressed in any forward-looking statement. These risks include, without limitation: the geographic concentration of the Company’s data centers in certain markets and any adverse developments in local economic conditions or the level of supply of or demand for data center space in these markets; fluctuations in interest rates and increased operating costs; difficulties in identifying properties to acquire and completing acquisitions; significant industry competition, including indirect competition from cloud service providers; failure to obtain necessary outside financing; the ability to service existing debt; the failure to qualify or maintain its status as a REIT; financial market fluctuations; changes in real estate and zoning laws and increases in real property tax rates; the effects on our business operations, demand for our services and general economic conditions resulting from the spread of the Novel Coronavirus (“COVID-19”) in our markets, as well as orders, directives and legislative action by local, state and federal governments in response to such spread of COVID-19; and other factors affecting the real estate industry generally. All forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause the Company’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in its most recent annual report on Form 10-K, and other risks described in documents subsequently filed by the Company from time to time with the Securities and Exchange Commission.

 

 

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