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

February 817, 2023

Date of Report (Date of earliest event reported)

______________________________________________________________________________________________________

FIRST INDUSTRIAL REALTY TRUST, INC.

FIRST INDUSTRIAL, L.P.

(Exact name of registrant as specified in its charter)

_____________________________________________________________________________________________________

First Industrial Realty Trust, Inc.

Maryland

1-13102

36-3935116

First Industrial, L.P.

Delaware

333-21873

36-3924586

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

1One North Wacker Drive, Suite 4200

Chicago, Illinois 60606

(Address of principal executive offices, zip code)

(312) 344-4300

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):


☐			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, par value $.01 per share

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 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 25.02~~. Results~~: Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On February 8,~~ 2023, ~~First~~Employee ~~Industrial~~Bonus ~~Realty Trust, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended December 31, 2022 and certain other information.~~ Plan

~~Attached~~On ~~and~~February ~~incorporated~~16, 2023, the Board ratified criteria proposed by ~~reference~~its asCompensation ~~Exhibit~~Committee ~~99.1~~to isbe aused ~~copy~~in ofestablishing an incentive bonus pool from which awards may be granted to the Company’s ~~press~~employees, ~~release~~including ~~dated~~its ~~February~~chief 8executive officer and certain other senior executive officers, under the Company’s incentive compensation plan (the “2023 Employee Bonus Plan”). Awards under the 2023 Employee Bonus Plan will be based on certain identified thresholds of four performance categories. The categories are (i) funds from operations (“FFO”) per share (using the NAREIT definition), ~~announcing~~as FFO may be adjusted by the Compensation Committee in its ~~financial~~discretion ~~results~~to ~~for~~exclude the ~~fiscal~~effects ~~quarter~~of ~~ended~~changes ~~December~~in 31accounting policy and certain extraordinary items, ~~2022~~(ii) same store net operating income (“SS NOI”) growth, (iii) fixed charge coverage ratio and (iv) discretionary objectives (based on financial and non-financial goals determined by the Company’s chief executive officer). The Compensation Committee has assigned weighting factors to each of the performance categories, such that performance in certain categories will have a more pronounced impact on the bonus pool under the 2023 Employee Bonus Plan than will performance in other ~~information~~categories. The Compensation Committee has assigned a 50% weighting factor to the FFO per share category, a 25% weighting factor to the SS NOI growth category, a 10% weighting factor to the fixed charge coverage ratio category and a 15% weighting factor to the discretionary objectives category.

OnThe ~~February~~Compensation 9,Committee ~~2023,~~has ~~the~~also ~~Company~~established performance targets and thresholds relating to each performance category. Achievement of specified thresholds with respect to each performance category will ~~hold~~result in an ~~investor~~increase ~~conference~~in ~~and~~the ~~webcast~~incentive atpool ~~11:00~~from awhich awards may be granted under the 2023 Employee Bonus Plan.m. ~~eastern~~Achievement ~~time~~by the Company of specifically identified levels of performance with respect to ~~disclose~~each ~~and~~performance ~~discuss~~category will result in funding of the ~~financial~~incentive ~~results~~pool for the ~~fiscal~~2023 ~~quarter~~Employee ~~ended~~Bonus ~~December~~Plan 31of 0%, ~~2022~~25%, ~~and~~50%, ~~certain~~75%, ~~other~~100% ~~information~~or 125%, respectively, of the bonus opportunity associated with that performance category. Should performance fall between two identified payout levels, the resulting compensation that may be earned for such performance will be prorated based on linear interpolation.

The information furnished in this report under this Item 2.02, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following are filed herewith:

Exhibit No.						Description
99.1						First Industrial Realty Trust, Inc. Press Release dated February 8, 2023 (furnished pursuant to Item 2.02)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


			FIRST INDUSTRIAL REALTY TRUST, INC.

			By:			/s/ JENNIFER MATTHEWS RICE
						Jennifer Matthews Rice General Counsel

Date: February 817, 2023


			FIRST INDUSTRIAL, L.P.

			By:			FIRST INDUSTRIAL REALTY TRUST, INC.
						as general partner

			By:			/s/ JENNIFER MATTHEWS RICE
						Jennifer Matthews Rice General Counsel

Date: February 817, 2023

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