DIGITAL REALTY TRUST, INC.

Regulatory Filings • Jan 6, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 30, 2022 ( December 13, 2022 )

DIGITAL REALTY TRUST, INC.

DIGITAL REALTY TRUST, L.P.

(Exact name of registrant as specified in its charter)

Maryland	001-32336	26-0081711
Maryland	000-54023	20-2402955
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5707 Southwest Parkway, Building 1, Suite 275 Austin , Texas		78735
(Address of principal executive offices)		(Zip Code)

( 737 ) 281-0101

(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:

☐ 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(s)	Name of each exchange on which registered
Common Stock	DLR	New York Stock Exchange
Series J Cumulative Redeemable Preferred Stock	DLR Pr J	New York Stock Exchange
Series K Cumulative Redeemable Preferred Stock	DLR Pr K	New York Stock Exchange
Series L Cumulative Redeemable Preferred Stock	DLR Pr L	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).

Digital Realty Trust, Inc.:	Emerging growth company ☐
Digital Realty Trust, L.P.:	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.

Digital Realty Trust, Inc.: ☐

Digital Realty Trust, L.P.: ☐

Introductory Note

Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” “our company,” “the company” or “Digital Realty” refer to Digital Realty Trust, Inc., together with its consolidated subsidiaries, including Digital Realty Trust, L.P., our “operating partnership.”

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

As previously disclosed, on December 13, 2022, the Board of Directors (the “Board”) of Digital Realty Trust, Inc. appointed Andrew P. Power to serve as the Chief Executive Officer of the company and as a member of the Board.

In connection with Mr. Power’s appointment as Chief Executive Officer, on December 30, 2022, the Compensation Committee of the Board approved an annual base salary for Mr. Power equal to $800,000 and a target and maximum annual bonus equal to 200% and 400%, respectively, of his base salary, in each case, effective as of the date of Mr. Power’s appointment on December 13, 2022.

In addition, on December 30, 2022, the Compensation Committee approved the grant of 2023 annual equity awards to Mr. Power consisting of time-vesting long-term incentive units in our operating partnership valued at $3,400,000 and performance-vesting Class D units in our operating partnership valued at $2,550,000 (based on target performance, with maximum performance equal to 200% of target). The time-vesting long-term incentive units are subject to vesting in annual installments over a four-year period with the first vesting date on February 27, 2024, subject to Mr. Power’s continued service with the company. The performance-vesting Class D units are subject to vesting based on our total stockholder return over a three-year performance period measured relative to the MSCI US REIT Index (RMS) over the performance period, subject to Mr. Power’s continued service with the company. The annual equity awards were granted on January 1, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: January 6, 2023

	Digital Realty Trust, Inc.
By:	/s/ JEANNIE LEE
	Jeannie Lee
	Executive Vice President, General Counsel and Secretary
	Digital Realty Trust, L.P.
By:	Digital Realty Trust, Inc.
	Its general partner
By:	/s/ JEANNIE LEE
	Jeannie Lee
	Executive Vice President, General Counsel and Secretary