Item 2.02 Results of Operations and Financial Condition.
On November 3, 2021, Americold Realty Trust (the "Company") issued a press
release announcing the Company's financial results for the third quarter ended
September 30, 2021. A copy of the press release as well as a copy of the
supplemental information referred to in the press release are available on the
Company's website and are attached hereto as Exhibits 99.1 and 99.2 and
incorporated herein by reference.
The foregoing information is furnished pursuant to Item 2.02, "Results of
Operations and Financial Condition,". The information in Item 2.02 of this
Current Report on Form 8-K and the exhibits furnished therewith shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that Section, and shall not be or be
deemed to be incorporated by reference in any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, regardless of any general
incorporation language in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(b) Departure of President and Chief Executive Officer and Trustee



On November 2, 2021, the Board of Trustees of the Company (the "Board")
terminated Mr. Boehler without cause from his position as President and Chief
Executive Officer of the Company. Mr. Boehler also resigned as a Trustee of the
Board of Trustees.
In connection with his separation, and consistent with the terms of his existing
employment agreement, Mr. Boehler will receive the following: (i) 2x the sum of
his base salary and target bonus, payable in installments over 24-months; (ii)
to the extent applicable performance metrics are achieved, his annual bonus for
the 2021 calendar year, pro-rated for a partial year of service; (iii) continued
participation in the Company's health and welfare benefit plans for 18 months;
and (iv) accelerated vesting of that portion of his restricted stock units
(other than those granted in March 2017) and operating partnership units subject
to time-based vesting that would have become vested on the next regularly
scheduled vesting date. In addition, a portion of Mr. Boehler's restricted stock
units and operating partnership units subject to performance-based vesting,
pro-rated to reflect partial service during the performance period, will remain
outstanding and eligible to vest based on actual achievement. The foregoing
payments and benefits are subject to Mr. Boehler's continued compliance with
certain restrictive covenants.
Mr. Boehler's departure as President and Chief Executive Officer of the Company
was not due to any disagreement with the Company or any matter relating to the
Company's operations, policies or practices.
(c) Appointment of Interim Chief Executive Officer

On November 2, 2021, the Board appointed George F. Chappelle Jr. as the
Company's Interim Chief Executive Officer.
Mr. Chappelle, age 60, served a variety of leadership roles at Tyson Foods from
July 2017 to January 2020, including as Chief Corporate Services Officer (April
2019 to January 2020); General Manager of Emerging Proteins, Research and
Development and Logistics (January 2019 to January 2020); Chief Operating
Officer of Prepared Foods (January 2018 to December 2018); and Chief Integration
Officer (July 2017 to December 2017). In addition, he served as the Chief
Operating Officer of AdvancePierre Foods from January 2014 to June 2017. Mr.
Chappelle currently serves as Chairman of the Board of Flagstone Foods (and has
served in that role since February 2020), and as a member of the Boards of Apex
International (since January 2021) and Randall Foods (since January 2021. He
previously served as Chairman of the Board of AGRO Merchants Group from July
2018 to December 2020.
There are no family relationships between Mr. Chappelle and any Company trustee
or executive officer, and no arrangements or understandings between Mr.
Chappelle and any other person pursuant to which he was selected as an officer.
Mr. Chappelle is not a party to any current or proposed transaction with the
Company for which disclosure is required under Item 404(a) of Regulation S-K.

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In connection with his appointment, Mr. Chappelle entered into an employment
agreement dated November 2, 2021 (the "Employment Agreement") pursuant to which
he will serve as Interim Chief Executive Officer beginning on November 2, 2021
and ending on the six-month anniversary of that date (the "Term"), unless the
term is mutually extended. During the Term, Mr. Chappelle will receive a monthly
base salary of $140,000 and, subject to approval by the Board, he will be
granted operating partnership profits units covering 42,183 shares of the
Company's common stock, which will be eligible to vest in full upon completion
of the Term, subject to Mr. Chappelle's continued service through such time and
such other terms and conditions as are set forth in the Company's 2017 Equity
Incentive Plan and form of award agreement thereunder (the "OP Unit Award"). In
the event of Mr. Chappelle's termination by the Company without "cause" or his
resignation for "good reason" (each as defined in the Employment Agreement)
prior to the completion of the Term, Mr. Chappelle will become entitled to (i) a
lump sum payment in an amount equal to the salary he would have received if he
had remained employed through the Term; (ii) continued full participation in the
Company's health and welfare benefit programs for the remainder of the Term; and
(iii) full acceleration of his RSU Award. In the event of Mr. Chappelle's
termination due to his death or disability prior to the completion of the Term,
Mr. Chappelle will become entitled to full acceleration of his RSU Award. In
each case, the separation payments and benefits described are subject to Mr.
Chappelle executing and making effective a general release of claims against the
Company and its affiliates as well as Mr. Chappelle's compliance with certain
restrictive covenants.
The foregoing summary of the Employment Agreement is not complete and is
qualified in its entirety by the Employment Agreement, a copy of which is
attached hereto as Exhibit 10.1 and is incorporated herein by reference.
(d) Appointment of Trustees

On November 2, 2021, the Board expanded the size of the board from eight to ten
and appointed Robert L. Bass, George F. Chappelle Jr. and Pamela K. Kohn as
Trustees of the Company. Mr. Bass was appointed to the nominating and corporate
governance committee and investment committee and Ms. Kohn was appointed to the
audit and compensation committees.
Each of Messrs. Bass and Chappelle and Ms. Kohn have entered into the Company's
standard indemnification agreement for trustees and executive officers. The
indemnification agreement provides that the Company will indemnify and advance
expenses to the indemnitee to the maximum extent permitted by applicable law and
the Company's declaration of trust in effect as of the date of the agreement or
to such extent as applicable law and the Company's declaration of trust
thereafter from time to time may permit.
Pursuant to the Company's trustee compensation program, Mr. Bass and Ms. Kohn
are each expected to be granted an equity award of operating partnership profits
units with a grant date value of $68,150, subject to vesting based on continued
service through May 20, 2022. Mr. Chappelle will not receive any compensation
for his services as a trustee during his service as Interim Chief Executive
Officer.
Neither Mr. Bass nor Ms. Kohn is a party to any current or proposed transaction
with the Company for which disclosure is required under Item 404(a) of
Regulation S-K.
A copy of the press release issued by the Company on November 3, 2021 announcing
the Company's leadership transition and appointment of three Trustees, which
includes additional information concerning each of Messrs. Bass' and Chappelle's
and Ms. Kohn's background, is attached hereto as Exhibit 99.3 and incorporated
herein by reference.
Item 7.01 Regulation FD Disclosure
The information set forth in Item 2.02 is incorporated by reference into this
Item 7.01. The information in Items 2.02 and 7.01 of this Current Report on Form
80-K and the exhibits furnished therewith shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that Section, and shall not be or be deemed to be
incorporated by reference in any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, regardless of any general incorporation
language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

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Exhibit No.                                              Description

  10.1  #               Employment Agreement dated November 2, 2021 by and between AmeriCold
                        Logistics, LLC and George F. Chappelle Jr.
  10.18                 Form of Indemnification Agreement (incorporated by

reference to Exhibit 10.18


                        to Americold Realty Trust's Annual Report on Form

10-K for the year ended

December 31, 2020 (File No. 001-34723))
  99.1                  Press Release dated November 3, 2021 for the third

quarter ended September 30,


                        2021.
  99.2                  Supplemental Information Package for the third

quarter ended September 30,


                        2021.
  99.3                  Leadership Transition Press Release dated November 3, 2021.

# This document has been identified as a management contract or compensatory plan or arrangement.

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