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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934Filed by the Registrant ☒
Filed by a Party other than the Registrant
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o☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | | | Definitive Proxy Statement |
o☐ | | | Definitive Additional Materials |
o☐ | | | Soliciting Material Pursuant to Rule 14a-12 |
EASTGROUP PROPERTIES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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400 W. Parkway Place, Suite 100
Ridgeland, Mississippi 39157NOTICE OF
20192020 ANNUAL MEETING OF SHAREHOLDERS
The 20192020 Annual Meeting of Shareholders (the “Meeting”) of EastGroup Properties, Inc. (the “Company”) will be held on Thursday, May 23, 201921, 2020 at 9:00 a.m., Central Daylight Time, at the offices of Butler Snow LLP, 1020 Highland Colony Parkway, Suite 1400, Magnolia Room, Ridgeland, Mississippi.Mississippi*. At the Meeting, shareholders will be asked to:
| 1.
| Elect the nine director nominees named in this proxy statement for a one-year term to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified; |
| 2.
| Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019;2020; |
| 3.
| Approve by a non-binding, advisory vote the compensation of our Named Executive Officers as described in this proxy statement; and |
| 4.
| Consider and act upon such any other matters as may properly come before the Meeting or any adjournment or postponement thereof. |
All shareholders of record at the close of business on March 25, 201927, 2020 are entitled to notice of and to vote at the Meeting or any adjournment thereof.
We are pleased to take advantage of the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their shareholders electronically. We believe these rules allow us to provide our shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Meeting.
| | | By Order of the Board of Directors |
| | | |
| | | Brent W. Wood Executive Vice President, Chief Financial Officer and Treasurer |
DATED: April 12, 2019
9, 2020
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Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on May 23, 2019.21, 2020.
This proxy statement and our
20182019 Annual Report to Shareholders are
available at www.proxyvote.com
Whether or not you plan to attend the 20192020 Annual Meeting of Shareholders, please carefully read the proxy statement and other proxy materials and complete a proxy for your shares as soon as possible. You may authorize your proxy via the Internet or by telephone by following the instructions on the website indicated in the materials you received in the mail. If you received a Notice of Availability of Proxy Materials, you may also request a paper or an e -mail copy of our proxy materials and a paper proxy card at any time. If you receive a copy of the proxy card by mail, you may sign, date and mail the proxy card in the postage-paid envelope provided. If you attend the Meeting, you may vote in person if you wish, even if you previously have submitted your proxy. However, please note that if your shares are held of record by a bank, broker or similar organization and you wish to vote in person at the Meeting, you must obtain a “legal proxy” issued in your name from such bank, broker or similar organization.
* We intend to hold the Meeting in person. However, we are actively monitoring the coronavirus (COVID-19); we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold the Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the Meeting solely by means of remote communication. Please monitor our annual meeting website at https://investor.eastgroup.net/annual-meeting/default.aspx for updated information. If you are planning to attend the Meeting, please check the website ten days prior to the meeting date. As always, we encourage you to vote your shares prior to the Meeting.
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Donald F. Colleran
, age 6364 − Mr. Colleran was appointedhas served as a director of the Company in Augustsince 2017. His leadership positions provide broad experience and allow him to provide valuable insight to the Company and the Board regarding operational and strategic issues. He is President and Chief Executive Officer of FedEx Express and also serves on the Strategic Management Committee of FedEx Corporation, which sets the strategic direction for FedEx. Mr. Colleran joined FedEx in 1989, where he has served in a variety of leadership roles including Executive Vice President, Chief Sales Officer of FedEx Corporation from 2016 to 2019 and Executive Vice President, Global Sales of FedEx Services from 2006 to 2016. Mr. Colleran has also served on the Board of Directors of ABM Industries since September 2018. He received a BBA from the University of New Hampshire.
Hayden C. Eaves III
, age 7374 − Mr. Eaves has served as a director of the Company since 2002. Mr. Eaves’ leadership and experience in the real estate, real estate development and real estate operations business, particularlyTABLE OF CONTENTS
in the California and Arizona real estate markets, are valuable to the Board. Mr. Eaves has extensive experience in the real estate industry. He is currently President of Hayden Holdings, Inc., a family investment management company, and an advisor to IDS Real Estate Group, where he served as a Managing Director until 2006. Previously, Mr. Eaves was President and Chief Executive Officer of the Western Region of Trammell Crow Company until 1995, where he was responsible for 52 million square feet of industrial, office and retail space in California, Oregon, Washington, Arizona and Nevada. He currently serves on the Board of Directors of Watson Land Company, a private developer, owner, and manager of industrial properties located in Southern California.California and Lehigh Valley, Pennsylvania. Mr. Eaves received a BS in Accounting from California State University of Los Angeles.
Fredric H. Gould, age 83 − The Company announced in October 2018 that Mr. Gould notified the Company of his decision to retire from service on the Board following the completion of his current term. Consequently, Mr. Gould will not stand for re-election to the Board at the Meeting. Mr. Gould has served as a director of the Company since 1998. He has extensive experience in commercial real estate lending and operations, including as the chief executive of a public real estate company, and he provides the Board with perspective on financial, operational and strategic matters. Mr. Gould is a member of the Board of Directors of BRT Apartments Corp. (formerly known as BRT Realty Trust) since 1984 and Vice-Chairman of One Liberty Properties, Inc. since 2013. He is also the Chairman of the General Partner of Gould Investors L.P., a limited partnership engaged in real estate ownership. He previously served on the Nareit Board of Governors as well as the Board of Directors of the Real Estate Board of New York where he was also a member of its Finance Committee. Mr. Gould received a BBA from Lehigh University and an LLB, cum laude, from New York Law School.
David H. Hoster II
, age 7374 − Mr. Hoster is Chairman of the Board, a position he has held since January 2016. Previously, he was the Chief Executive Officer of the Company from 1997 to December 2015. He has served as a director since 1993 and was President of the Company from 1993 to March 2015. His leadership experience and knowledge of the Company and the industry in which we operate, including over 40 years’ involvement with publicly held REITs and extensive experience with industrial real estate, provide valuable insight to the Board in formulating and executing the Company’s strategy. Mr. Hoster previously served on the Board of Directors of Trustmark National Bank and Trustmark Corporation until April 2016 and on the Nareit Board of Governors. He received a BA degree with honors from Princeton University and an MBA from Stanford University Graduate School of Business.
Marshall A. Loeb
, age 5657 − Mr. Loeb has served as the President of the Company since March 2015 and Chief Executive Officer and a director of the Company since January 2016. He rejoined the Company as President and Chief Operating Officer in March 2015 from Glimcher Realty Trust, now Washington Prime Group Inc., a retail REIT that owns, develops and manages shopping centers in the United States, where he served as President and Chief Operating Officer from 2005 to 2015. From 2000 to 2005, he served as Chief Financial Officer of Parkway Properties, Inc. Previously, Mr. Loeb was employed by the Company from 1991 to 2000, beginning as an asset manager and rising to senior vice president after having a variety of responsibilities with the Company. Since 2018, Mr. Loeb has served on the Board of Directors of Lamar Advertising Company (NASDAQ: LAMR), one of the largest outdoor advertising companies in the world specializing in billboard, interstate logo, transit and airport advertising formats. Mr. Loeb has almost 30 years of experience with publicly held REITs and brings real estate industry, finance, operations, development, and executive leadership expertise to the Board. He received a BS in Accounting and a Master of Tax Accounting degree from the University of Alabama, then earned an MBA from the Harvard Graduate School of Business.
Mary E. McCormick, age 6162 − Ms. McCormick has served on the Board since 2005. Ms. McCormick has extensive experience in real estate, capital markets, and corporate governance and brings that expertise to Board discussions. Ms. McCormick serves as the Executive Director of the Center for Real Estate at The Fisher College of Business at The Ohio State University where she is also a Senior Lecturer.Lecturer at the Fisher College of Business. She served the Ohio Public Employees Retirement System from 1989 through 2005, where she was responsible for directing real estate investments and overseeing an internally managed REIT portfolio. She has served on the boards of multiple public and private real estate companies and as a Senior Advisor for Almanac Realty Partners from 2010 to 2016. Ms. McCormick has held a number of leadership positions for a variety of national and regional real estate associations, including Chair of the Pension Real Estate Association. She has served on the Board of Directors of Xenia Hotels and Resorts, a lodging REIT, since 2015 and previously served on the Board of Directors of MAA from 2006 to 2010. Ms. McCormick is a member of the Urban Land Institute, NAIOP, Inc., Commercial Real Estate Development Association, and the Pension Real Estate Association. She has a Bachelor’s degree and an MBA from The Ohio State University.
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Leland R. Speed
, age 8687 − Mr. Speed is Chairman Emeritus of the Board, a position he has held since January 2016. He served as the Chairman of the Board from 1983 to December 2015 and a director since 1978. He brings extensive knowledge of the Company, experience in commercial real estate and real estate development asTABLE OF CONTENTS
well as his current experience as an active member of public and charitable boards. He served as Chief Executive Officer of both the Company and Parkway Properties, Inc. (“Parkway”) until 1997, as Chairman of the Board of Parkway from 1980 until 2011 and as Chairman Emeritus of Parkway until 2012. From 2004 to 2006 and from March 2011 to January 2012, Mr. Speed served as the Executive Director of the Mississippi Development Authority, the State of Mississippi’s lead economic development agency. He has served in various capacities at Nareit, including the Board of Governors and was the recipient of the 2008 Industry Leadership Award. He received his BS in Industrial Management from Georgia Institute of Technology and an MBA from the Harvard Graduate School of Business.
Under the New York Stock Exchange (“NYSE”) listing standards, at least a majority of the Company’s directors and all of the members of the Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee must meet the test of “independence” as defined by the NYSE. The NYSE standards provide that, to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, the Board must affirmatively determine that a director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) that would interfere with such person’s ability to exercise independent judgment as a member of the Company’s Board.
Our Board currently has
tennine members: D. Pike Aloian, H.C. Bailey, Jr., H. Eric Bolton, Jr., Donald F. Colleran, Hayden C. Eaves III,
Fredric H. Gould, David H. Hoster II, Marshall A. Loeb, Mary E. McCormick and Leland R. Speed. The Board has determined that each director who served during the fiscal year ended December 31,
20182019 was, and each current director continues to be, independent other than Mr. Loeb, the Company’s Chief Executive Officer; Mr. Hoster, the Company’s Chairman of the Board; and Mr. Speed, the Company’s Chairman Emeritus.
Several
One of our directors serveserves as an executive officer at a company with whom we may directly or indirectly do business. The Board determined that the commercial relationships involving routine, arms-length transactions between the Company and these companiesthe other party were not considered a material relationship that would impair the director’s independence. We provide additional details about these relationshipsthe relationship in the following table.
Donald F. Colleran | | | FedEx Corporation | | | Routine leasing of space by the Company to FedEx | | | $1,300,000,1,400,000, representing less than 0.5% of the Company’s gross revenues in 20182019 |
| Routine purchases of package delivery services by the Company from FedEx | | | The amount paid by the Company represents a de minimis percentage of FedEx’s gross revenue in fiscal 2018 |
H.C. Bailey, Jr.
| H.C. Bailey Company
| In 2017, H.C. Bailey Company exclusively represented the landlord in connection with the Company’s new office lease in Ridgeland, MS and received certain commissions from the landlord for those services.
| $106,000 in 20172019
|
Shareholder Communication with the Board
The Board has created the position of Lead Independent Director to facilitate and strengthen the Board’s independent oversight of our performance, strategy and succession planning and to promote effective governance standards. The Lead Independent Director presides over the meetings of the non-management directors of the Company. Our current Lead Independent Director is Mr. Bolton. Shareholders and other parties interested in
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communicating directly with the Lead Independent Director or with the non-management directors as a group may do so by writing to Lead Independent Director, EastGroup Properties, Inc., 400 W. Parkway Place, Suite 100, Ridgeland, Mississippi 39157. Correspondence so addressed will be forwarded directly to the Lead Independent Director, who will forward any such communication to the director(s) to whom the communication is addressed.