FALSE000186815900018681592024-12-102024-12-10

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

December 11, 2024 (December 10, 2024)
Date of Report (date of earliest event reported)
___________________________________
Lineage, Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Maryland
(State or other jurisdiction of
incorporation or organization)
001-42191
(Commission File Number)
82-1271188
(I.R.S. Employer Identification Number)
46500 Humboldt Drive
Novi, Michigan 48377
(Address of principal executive offices and zip code)
(800) 678-7271
(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
Name of each exchange on which registered
Common stock, par value $0.01 per share
LINE
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
[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
On December 10, 2024, the Company and Sean Vanderelzen, the Company’s Chief Human Resources Officer, agreed that commencing on January 1, 2025, Mr. Vanderelzen will serve as the Company’s President – Europe and Chief Human Resources Officer, and in connection therewith, the Company and Mr. Vanderelzen entered into an International Long-Term Assignment Letter (the “Assignment Agreement”) and an amendment (the “Severance Amendment”) to Mr. Vanderelzen’s Participation Agreement (the “Participation Agreement”) under the Company’s Executive Severance Plan (the “Severance Plan”), as more fully described below.
International Long-Term Assignment Letter
The Assignment Agreement generally provides that Mr. Vanderelzen will serve as the Company’s President – Europe and Chief Human Resources Officer during the period commencing on January 1, 2025 and ending on December 31, 2026 (the “Assignment Period”). Pursuant to the Assignment Agreement, during the Assignment Period, Mr. Vanderelzen will be eligible to receive the following compensation and benefits: (i) an annual base salary at the same level as in effect immediately prior to the effective date of his global assignment; (ii) bonus and other incentive compensation opportunities based on the Company’s U.S. practices; (iii) continued eligibility to participate in the Severance Plan; (iv) continued eligibility to participate in the Company’s retirement and welfare plans, and (v) certain tax, relocation, travel and other expatriate benefits, reimbursements and allowances.
Amendment to Executive Severance Plan Participation Agreement
The Severance Amendment generally provides that in the event of certain terminations of Mr. Vanderelzen’s in connection with the completion of his global assignment, the severance multiple applicable to Mr. Vanderelzen’s cash severance will be equal to 2x (rather than 1x, or 1.5x in the case of a change in control termination). Specifically, pursuant to the Severance Amendment, in the event that Mr. Vanderelzen’s employment is terminated (i) by the Company without “cause” (other than by reason of Mr. Vanderelzen’s death or “disability”) or (ii) by Mr. Vanderelzen for “good reason” (each as defined in the Severance Plan), in either case, in connection with the completion of his global assignment, including by reason of the Company’s failure to continue Mr. Vanderelzen’s employment in his then current position or failure to offer him a position at a level that is at least comparable within the Company’s management structure to his then current position, Mr. Vanderelzen’s cash severance multiple will be equal to 2x.
LTIP Unit Award
In connection with Mr. Vanderelzen’s global assignment, on December 10, 2024, the Equity Award Committee of the Company’s Board of Directors approved the grant to Mr. Vanderelzen of a number of LTIP units of the Company’s operating partnership (“LTIP Units”) equal to $1,000,000 divided by the closing price of a share of the Company’s common stock on the last trading day immediately prior to the date of grant, effective as of January 1, 2025, subject to Mr. Vanderelzen’s employment with the Company on the date of grant. The LTIP Units will be granted under the Company’s Amended and Restated 2024 Incentive Award Plan and an LTIP Unit award agreement, and will vest in annual installments over a period of two years, subject to Mr. Vanderelzen’s continued service with the Company through the applicable vesting date.
If Mr. Vanderelzen’s service is terminated by the Company without cause, by him for good reason, or due to his retirement, death or disability (each, a “qualifying termination”), the award will vest with respect to an additional number of LTIP Units that would have vested had Mr. Vanderelzen remained in service through the vesting date immediately following the date of such termination. Upon Mr. Vanderelzen’s termination of service for any other reason, any then-unvested LTIP Units subject to the award will automatically be cancelled and forfeited.
Each of the foregoing summaries of the terms of the Assignment Agreement and the Severance Amendment is qualified in its entirety by reference to the complete text of the Assignment Agreement and the Severance Amendment, respectively, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing summary of the LTIP Unit award is qualified in its entirety by reference to the Company’s Amended and Restated 2024 Incentive Award Plan and the applicable LTIP Unit award agreement.
Item 7.01 – Regulation FD Disclosure
On December 11, 2024, Lineage, Inc. (the “Company”) issued a press release announcing that the board of directors of the Company declared a quarterly cash dividend of $0.5275 per share of common stock. The dividend will be payable to shareholders of record on December 31, 2024 and will be paid on or before January 21, 2025. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.


The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 - Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:



SIGNATURE

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


Lineage, Inc.
(Registrant)
December 11, 2024/s/ Robert Crisci
Date(Signature)
Robert Crisci
Chief Financial Officer



International Long-Term Assignment Letter

Congratulations on your global assignment! We are confident that you will benefit both personally and professionally from your experiences in this exciting career milestone.

This letter outlines the terms and conditions of your global assignment with Lineage.

Name: Sean Vanderelzen
Home information: Novi, Michigan, United States (US)
Host information: Amsterdam or The Hague, Netherlands
Assignment details: January 1, 2025 – December 31, 2026
Accompaniment: Spouse will accompany while on assignment

This offer is subject to you receiving medical clearances and work authorization, and your acceptance of the terms and conditions outlined in this letter. While it is anticipated that the terms and conditions will continue throughout your assignment, Lineage reserves the right to modify its assignment policies at any time. The items in this letter do not constitute a contract of employment.

Employment Status

This offer confirms and describes your position within Lineage in relation to your global assignment. During the term of the assignment, you will remain employed by Lineage, Inc. (or a US affiliate) in the United States.

Employment Guidelines

Netherlands’s general employment policies and practices will apply while you are on assignment. You are expected to obey the federal and local laws and respect the customs and practices of the same. As a Lineage employee, you must also continue to adhere to all Lineage employment policies. During your assignment, you are expected to participate in discussions with home country leaders at regular intervals regarding your post-assignment role and opportunities.

Position

Positions: President of Europe and Chief Human Resources Officer
Reporting to: with respect to the position of President of Europe, Lineage, Inc.’s Global Chief Operations Officer and with respect to the position of Chief Human Resources Officer, Lineage, Inc.’s Chief Executive Officer

Work & Holiday Schedule

You will observe the work schedule in effect in the Netherlands and you will not be entitled to overtime pay should the responsibilities of your position require that your work exceed this schedule.

During your assignment, you will observe a public holiday schedule consistent with the Netherlands. Your vacation entitlement will not be impacted by the assignment.

Annual Salary & Incentives

During your assignment, you will continue to be paid your US salary from the US payroll. Bonuses and other types of incentive compensation will also be based on US practices and administered via US payroll.


Sean Vanderelzen – Global Assignment Letter        
Page | 2

Retirement Plan

Your retirement benefits will be maintained under your current program in the United States. Please contact your Lineage United States Human Resources contact for questions on retirement benefits.

Taxes

During this assignment and any subsequent years impacted by the assignment, your United States and Netherlands income tax returns will continue be prepared by Deloitte at Lineage’s expense. It is common for tax services to continue for 1 to 2 years after the assignment is completed.

To protect you against potential higher tax costs as a result of your assignment, your individual taxes will be handled in accordance with Lineage’s tax equalization program. Lineage’s intention is that you will not pay significantly higher or lower taxes due to your assignment status or benefits.

Hypothetical United States tax will be withheld from your pay and is intended to be similar to the income taxes you would pay if you had remained working in the United States. Lineage will directly pay any additional US income or social security tax stemming from your assignment. Lineage will also directly pay any Netherlands income tax (and social tax, if applicable) relating to your assignment. A hypothetical income tax will be calculated by Lineage’s tax provider (Deloitte) and will be reviewed with you in detail prior to implementation and following any changes to your base salary.

In the event there is an over or underpayment by you of hypothetical income tax, notwithstanding any provisions to the contrary in this letter or any related policies, in no event will the tax equalization settlement be made after the end of the second taxable year, beginning after the later of: (i) the taxable year in which your tax return is required to be filed (i.e., the tax return which is related to the tax year to which the compensation subject to the tax equalization settlement was made), or (ii) the taxable year in which the foreign tax return or payment is required to be filed or made for the year the tax equalization settlement was made.

Please note that Lineage is not responsible for any US or Netherlands taxes arising from personal (non-Lineage) income. Such income will not be covered by the tax equalization program and the taxes are your personal responsibility. The tax equalization program also does not include personal tax planning and advice, gift tax, or estate tax.

United States Social Security Taxes

You will continue to participate in the United States social security system as allowed by law, similar to your coverage had you not gone on assignment.

Employment Benefits

You will continue to participate in US benefit plans as allowed by law.

Visa Application

Lineage’s global immigration provider will assist you in obtaining any appropriate legal clearances that may be necessary for you to live and work in the Netherlands, and for your spouse to accompany you. You may not commence work in the Netherlands until the appropriate work permit authorization and visa requirements have been processed and approved.




Sean Vanderelzen – Global Assignment Letter        
Page | 3







Relocation and At-Post Assistance

The following benefits will be provided as part of your initial relocation to the Netherlands.

•Relocation Travel

Lineage will provide you and your spouse with airfare from Michigan to the Netherlands in accordance with company travel policy. Lineage will also reimburse the cost of airport transfers and incidental enroute expenses.

•Shipment of Household Goods

Lineage will pay or reimburse the cost of a small shipment (e.g., air container or DHL shipment) of a reasonable amount of personal goods to the Netherlands. Please note that this is meant for personal effects and does not include special handling or insurance for high value items (including but not limited to antiques, artwork, jewelry, firearms, or wine).

•Destination Services

You will receive up to 3 days of destination services including a community overview, home search assistance, and settling in services (may include support with local registrations, driver’s license, utilities set-up and similar).

•Relocation Allowance

You will receive a relocation allowance equal to 1 month’s salary and capped at USD 25,000 payable on the first payroll date in January 2025. This allowance is meant to assist with any additional incidental expenses that are not covered elsewhere (e.g., purchase of small household appliances).


The benefits provided to you while on assignment are detailed below.

•Property Management

This benefit is intended to assist in in the upkeep of your primary residence in the United States while you are on assignment, including but not limited to cleaning services, repairs, and lawn and pool maintenance services. You will receive an allowance of USD 500 per month on the first payroll date of each month for the duration of your assignment.

•Host Housing

You will receive a housing benefit of approximately EUR 5,500 per month during your assignment. The housing benefit includes furniture and utilities. Where possible, Lineage will hold the lease and make rent payments directly on your behalf.

•Host Vehicle

Sean Vanderelzen – Global Assignment Letter        
Page | 4


You will receive a leased vehicle, along with the necessary maintenance and insurance coverage, to use during your assignment. The vehicle will be provided in keeping with local company practices.

•Home Leave

This benefit is designed to assist you in maintaining personal and professional connections with the United States. You will be eligible for up to 5 home leave trips per 12 months on assignment. The home leave benefit includes round-trip airfare in accordance with Lineage’s travel policy and reimbursement for airport transfers.

•Goods and Services

To assist with differences in cost of living and exchange rates, you will receive a fixed allowance of USD 10,000 per year administered via US payroll on the first payroll date in January of each year for the duration of your assignment.

•Medical Check-up

You will maintain access to an annual executive physical and concierge doctor per your existing US benefits.

•CIGNA International Health Insurance

As an international assignee, you and your spouse will receive coverage under Lineage’s global health plan provided by CIGNA International.

The following benefits will be provided upon completion of the assignment, to assist with your return to the United States.

•Relocation Travel

Lineage will provide you and your spouse with airfare from the Netherlands to Michigan as part of the final return to the US in accordance with company travel policy. Lineage will also reimburse the cost of airport transfers and incidental enroute expenses.

•Shipment of Household Goods

Lineage will pay or reimburse the cost of a small shipment (e.g., air container or DHL shipment) of a reasonable amount of personal goods from the Netherlands to Michigan as part of the final return to the US, subject to the same terms as the initial relocation shipment.

Timing of Reimbursements

You should submit all requests for reimbursement as soon as practicable. Notwithstanding any provisions to the contrary in this letter, and/or any other related letters, policies or other documents, any and all payments, benefits, reimbursements, and allowances provided to you, in accordance with the terms of this and any and/or all other related letters, policies and documents, shall be provided to you no later than two and one-half (2 ½) months after the close of the calendar year during which you became entitled to receive such benefit, payment or allowance or during which such expense was incurred.

Acceptance


Sean Vanderelzen – Global Assignment Letter        
Page | 5

We look forward to your acceptance of this assignment by signing the below. We wish you success in your professional capacity and hope that you will enjoy a rewarding experience living and working in the Netherlands.


_____________________________________________________ Date: _____________________
                



FIRST AMENDMENT TO
LINEAGE, INC. EXECUTIVE SEVERANCE PLAN
PARTICIPATION AGREEMENT

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT (this “Amendment”) is made and entered into as of December 10, 2024 (the “Effective Date”) by and between Sean Vanderelzen (“Vanderelzen”) and Lineage, Inc., a Maryland corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below).
WHEREAS, Vanderelzen and the Company have entered into that certain Participation Agreement, effective as of July 26, 2024 (the “Participation Agreement”), setting forth the terms and conditions of Vanderelzen’s participation in the Company’s Executive Severance Plan (as may be amended from time to time, the “Plan”);
WHEREAS, the Company and Vanderelzen have agreed that Vanderelzen shall serve as President – Europe and Chief Human Resources Officer of the Company from January 1, 2025 to December 31, 2026 pursuant to that certain International Long-Term Assignment Letter, dated on or about the date hereof, between Vanderelzen and the Company (the “Global Assignment”); and
WHEREAS, in connection with the Global Assignment, Vanderelzen and the Company desire to amend the Participation Agreement.
NOW THEREFORE, Vanderelzen and the Company hereby agree as follows:
1.The Participation Agreement is hereby amended to add the following sentence immediately after the sentence in the Participation Agreement that sets forth the Change in Control Termination Payment Multiple:
“Notwithstanding the foregoing or anything to the contrary in the Plan, in the event that your employment is terminated (i) by the Company or any Subsidiary without Cause (other than by reason of your death or Disability) or (ii) by you for Good Reason, in either case, in connection with the completion of your global assignment as President – Europe and Chief Human Resources Officer of the Company on December 31, 2026 (or such other date as may be agreed to by you and the Company), including by reason of the Company’s failure to continue your employment in your then current position or failure to offer you a position at a level that is at least comparable within the Company’s management structure to your then current position, your Termination Payment Multiple (or Change in Control Termination Payment Multiple, if applicable) shall be two (2.0).”
2.This Amendment shall be and hereby is incorporated into and forms a part of the Participation Agreement.
3.Except as expressly provided herein, all terms and conditions of the Participation Agreement shall remain in full force and effect.
1

4.This Amendment shall be governed by and construed in according with Section 5.13 (“Governing Law”) of the Plan, and the provisions thereof are hereby incorporated by reference and shall apply to this Amendment as if fully set forth herein.
2

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.
COMPANY:
LINEAGE, INC.,
a Maryland corporation


By:_______________________________________
Name: Greg Lehmkuhl
Title: President and Chief Executive Officer

AGREED TO AND ACCEPTED
__________________________________
Name: Sean Vanderelzen
[Signature Page to First Amendment to Lineage, Inc. Executive Severance Plan Participation Agreement]


image_0a.jpg


Lineage, Inc. Declares Dividend for Fourth Quarter 2024

NOVI, Mich. – December 11, 2024 – Lineage, Inc. (NASDAQ: LINE) (the "Company"), the world’s largest global temperature-controlled warehouse REIT, today announced that its Board of Directors has declared a cash dividend of $0.5275 per share for the fourth quarter of 2024. The dividend will be paid on January 21, 2025, to shareholders of record of the Company's common stock as of the close of business on December 31, 2024.

About Lineage
Lineage, Inc. (NASDAQ: LINE) is the world’s largest global temperature-controlled warehouse REIT with a network of over 480 strategically located facilities totaling over 84 million square feet and approximately 3.0 billion cubic feet of capacity across countries in North America, Europe, and Asia-Pacific. Coupling end-to-end supply chain solutions and technology, Lineage partners with some of the world’s largest food and beverage producers, retailers, and distributors to help increase distribution efficiency, advance sustainability, minimize supply chain waste, and, most importantly, feed the world. Learn more at onelineage.com and join us on LinkedIn , Facebook , Instagram , and X.

Forward-Looking Statements
Certain statements contained in this press release may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Lineage intends for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in those acts. Such forward-looking statements can generally be identified by Lineage’s use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “seek,” “objective,” “goal,” “strategy,” “plan,” “focus,” “priority,” “should,” “could,” “potential,” “possible,” “look forward,” “optimistic,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Such statements are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of Lineage’s performance in future periods. Except as required by law, Lineage does not undertake any obligation to update or revise any forward-looking statements contained in this release.

Investor Relations ContactMedia Contact
Evan BarbosaMegan Hendricksen
VP, Investor RelationsVP, Global Marketing & Communications
ir@onelineage.compr@onelineage.com

Source: Lineage, Inc.

v3.24.3
Cover
Dec. 10, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 10, 2024
Entity Registrant Name Lineage, Inc.
Entity Incorporation, State or Country Code MD
Entity File Number 001-42191
Entity Tax Identification Number 82-1271188
Entity Address, Address Line One 46500 Humboldt Drive
Entity Address, City or Town Novi
Entity Address, State or Province MI
Entity Address, Postal Zip Code 48377
City Area Code 800
Local Phone Number 678-7271
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.01 per share
Trading Symbol LINE
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001868159
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