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NOTICE IS HEREBY GIVEN that the 2016 Annual Meeting of Stockholders of Trinity Place Holdings Inc., a Delaware corporation (the “Company”), will be held at the offices of Kramer Levin Naftalis & Frankel LLP at 1177 Avenue of the Americas, New York, New York on June 16, 2016 beginning at 10:00 am (local time) for the following purposes:
1. | The election of Alexander C. Matina and Marina Shevrytalova as Class II members of our Board of Directors by the holders of our Common Stock and the election of Joanne M. Minieri as a Class II member of the Board of Directors by the holder of our Special Stock; |
2. | The ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2016 by the holders of our Common Stock; and |
3. | The transaction of such other business as may properly come before the meeting and at any adjournments or postponements of the meeting. |
We are first mailing this proxy statement, the accompanying proxy card and our Transition Report on Form 10-KT for the ten months ended December 31, 2015 on or about May 5, 2016 to persons who were stockholders of record at the close of business on April 25, 2016, the record date for the Annual Meeting. Only stockholders of record at the close of business on April 25, 2016 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement of the meeting. A complete list of those stockholders entitled to vote at the Annual Meeting will be made available for inspection by any stockholder for any purpose germane to the Annual Meeting for a period of at least ten days prior to the Annual Meeting at our principal executive offices and at the Annual Meeting.
A proxy for use at the Annual Meeting in the form attached to this notice is being solicited by and on behalf of the Board of Directors of the Company from the holders of our Common Stock. Stockholders with shares registered in their name or with appropriate documents may withdraw their proxies at the meeting in the event they attend the meeting and desire to vote in person, and they may revoke their proxies for any reason at any time prior to the voting thereof.
To obtain directions to attend the meeting and vote in person, please telephone the Company at (212) 235-2190.
By order of the Board of Directors,
/s/ Richard Pyontek
Richard Pyontek
Corporate Secretary
New York, New York
April 29, 2016
i
One Syms WaySecaucus, New Jersey 07094
Notice is hereby given that the 2011 Annual Meeting of the Shareholders of Syms Corp, a New Jersey corporation (the “Company”), will be held at 11:00 a.m., Eastern daylight time, on Friday, August 5, 2011, at the Company’s executive offices, One Syms Way, Secaucus, New Jersey 07094, for the following purposes:
(1) To elect five directors of the Company to hold office until the next annual meeting of Shareholders or until their respective successors are duly elected and qualified;
(2) To cast a non-binding advisory vote on executive compensation (“say-on-pay”);
(3) To cast a non-binding advisory vote on the frequency of say-on-pay proposals;
(4) To ratify the appointment of the firm of BDO USA, LLP as the independent registered public accounting firm for the Company for fiscal 2011; and
(5) To transact such other business as may properly come before the meeting or any adjournment thereof.
The Board of Directors recommends a vote “FOR” the nominees for director listed in the proxy statement and the accompanying proxy card; “FOR” approval of the executive compensation of the Company’s named executives; “FOR” the Company to have say-on-pay votes annually; and “FOR” the proposal to ratify the appointment of the firm of BDO USA, LLP as the independent registered public accounting firm for the Company for fiscal 2011, and in the discretion of the proxies named on the proxy card with respect to any other matters properly brought before the meeting and any adjournment(s) or postponement(s) thereof. The holders of record of the Company’s common stock, $.05 par value, at the close of business on June 15, 2011, will be entitled to vote at the meeting and any adjournment(s) thereof.
You are cordially invited to attend the meeting in person. Even if you plan to be present, you are urged to sign, date and mail the enclosed proxy promptly. If you attend the meeting you can vote either in person or by your proxy. If you wish to attend the meeting in person and you are a registered owner of shares of stock on the record date, you must show a government issued form of identification which includes your picture. If you are a beneficial owner of shares as of the record date that are held for your benefit by a bank, broker or other nominee, in addition to the picture identification, you will need proof of ownership of our common stock on the record date to be admitted to the meeting. A recent brokerage statement or a letter from your bank, broker or other nominee holder that shows you were an owner on the record date are examples of proof of ownership.
By Orderis furnished to stockholders of the Board of Directors/s/ Laura McCabe BrandtLaura McCabe BrandtCorporate SecretaryJune 24, 2011
This Proxy Statement and enclosed proxy card are being furnishedTrinity Place Holdings Inc. (the “Company”, “we” or “us”) in connection with the solicitation of proxies, in the accompanying form, by the Board of Directors of Syms Corp, a New Jersey corporationthe Company (the “Company”),“Board of proxiesDirectors” or “Board”) for use in voting at the 20112016 Annual Meeting of the ShareholdersStockholders (the “2011 Annual“Annual Meeting”), to be held at the offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, 29th Floor, New York, New York 10036, on Friday, August 5, 2011,Thursday, June 16, 2016, at 11:10:00 a.m. at the Company’s executive offices located at One Syms Way, Secaucus, New Jersey 07094 or(local time), and at any adjournment(s)adjournment or postponement(s) for the purposes set forth inpostponement thereof.
This proxy statement and the accompanying Noticeform of Annual Meeting of Shareholders.
The cost of preparing and mailing the proxy and this Proxy Statement and all other costs in connection with this solicitation of proxies will be borne by the Company. The original solicitation of proxies by mail may be supplemented by telephone, telegram, facsimile, Internet and personal solicitation by our directors, officers or other regular employees. In addition, the Company has retained American Stock Transfer & Trust Companyare first being mailed to assist in soliciting proxies at a cost of approximately $2,000. It is anticipated that the accompanying proxy and this Proxy Statement will be sent to shareholders of the Companystockholders on or about June 27, 2011.May 5, 2016.
Proxies in the accompanying form which are properly executed
Q: | Why am I receiving these materials? |
A: | You are receiving these materials because you were a stockholder of Trinity Place Holdings Inc. at the close of business on April 25, 2016, the date for determining those persons entitled to notice of, and to vote at, the Annual Meeting. |
Q: | What am I voting on? |
A: | Holders of Common Stock are being asked to vote on the following proposals: |
Only shareholders of record of the Company’s voting securities as of the close of business on June 15, 2011 are entitled to notice of and to vote at the 2011 Annual Meeting. As of the record date, 14,448,188 shares of common stock, par value $0.05 per share (“Common Stock”), were outstanding. Each share of Common Stock entitles the record holder thereof to one vote on each of the Proposals and on all other matters properly brought before the 2011 Annual Meeting. Concurrently with the mailing of this Proxy Statement, the Company is mailing its Annual Report for its fiscal year ended February 26, 2011 (“fiscal 2010”), to shareholders of record on June 15, 2011.
Shareholders vote at the 2011 Annual Meeting by casting ballots (in person or by proxy) which are tabulated by a representative of the Company’s independent transfer agent appointed to serve as Inspector of Election at the meeting and who has executed and verified an oath of office. The holders of a majority of the shares of Common Stock issued and outstanding represented in person or by proxy shall constitute a quorum. The affirmative vote of a plurality of the votes cast at the 2011 Annual Meeting is sufficient to elect a director. The affirmative vote of a majority of the votes cast at the 2011 Annual Meeting is required to approve the executive compensation of the Company’s named executives and the Company having say-on-pay votes annually and to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm.firm for the calendar year ending December 31, 2016; and
If you are a holder of Special Stock, you are being asked to vote on the election of Joanne M. Minieri as a Class II member of the Board of Directors.
As of the date of this proxy statement, the Board knows of no other matters that will be brought before the Annual Meeting.
Q: | Who can vote? |
A: | The right of the holders of our securities to vote at the meeting is as follows: |
Election of two directors by the holders of our Common Stock. The first proposal to be considered at the meeting is the election of Alexander C. Matina and Marina Shevrytalova as Class II members of the Board of Directors by the holders of our Common Stock. All persons that own shares of our Common Stock directly in their name as the stockholder of record are entitled to cast one vote for each share owned. As of April 25, 2016, there were 25,477,422 shares of Common Stock outstanding and entitled to vote.
Election of one director by the holder of our Special Stock. In addition, one of the matters to be considered at the meeting by the holder of our Special Stock is the election of Joanne M. Minieri as a Class II member of the Board of Directors. The holder of the Special Stock is entitled to cast one vote for each share owned. As of April 25, 2016, there was 1 share of Special Stock outstanding and entitled to vote.
Ratification of the appointment of BDO USA, LLP. The second proposal to be considered at the meeting is the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2016. All persons that own shares of our Common Stock directly in their name as the stockholder of record are entitled to cast one vote for each share owned.
Other matters. The holders of Common Stock will have the right to vote on other matters properly brought before the meeting. With respect to these matters, each holder of record of Common Stock as of the record date will be entitled to one vote for each share held.
If you are a beneficial owner of stock who holds shares indirectly, such as through a broker, bank or other nominee, you should follow instructions from the record owner of your shares in order to vote your shares.
Q: | What if my shares are registered in more than one person’s name? |
A: | If you own shares that are registered in the name of more than one person, each person must sign the proxy. If an attorney, executor, administrator, trustee, guardian or any other person signs the proxy in a representative capacity, the full title of the person signing the proxy must be given and a certificate must be furnished showing evidence of appointment. |
Q: | How do I vote? |
A: | You have two alternative methods to cast your vote. You may vote: |
Instructions for voting by mail are set forth on the proxy card. Please follow the instructions carefully.
Q: | What happens if I don’t give specific voting instructions on my proxy card? |
A: | If you are a stockholder of record and submit a signed proxy card but do not specify how you want to vote your shares on a particular proposal, then the proxy holders will vote your shares in accordance with the recommendation of the Board. If currently unanticipated matters are properly presented for a vote at the Annual Meeting, the proxy holders will vote your shares in accordance with their best judgment. |
If you hold your shares in street name with a broker, bank or other nominee and do not provide specific voting instructions, the broker, bank or other nominee holding your shares can generally vote the shares on routine matters, but cannot vote the shares on non-routine matters. At the Annual Meeting, the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm is considered a routine matter, and the other proposals which are scheduled to be voted on, or which may be properly presented at the meeting for a vote, are considered non-routine matters. If the broker, bank or other nominee holding your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the broker, bank or other nominee holding your shares will inform the inspector of elections that it does not have authority to vote on the matter with respect to your shares. This is generally referred to as a “broker non-vote.” Shares represented by broker non-votes will be counted in determining the existence of a quorum, but are not deemed entitled to vote and, therefore, will have no effect on the outcome of the voting and such broker non-votes will not be included in the number of shares present in person or by proxy and entitled to vote on the matter from which the number of votes required for approval is calculated.
Abstentions and broker non-votes are included in the determination of the number of shares present at the 2011 Annual Meeting for quorum purposes. A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power on that matter and has not received instructions from the beneficial owner. With respect to Proposals 1, 2, 3 and 4, abstentions and “broker non-votes” will not be counted as votes cast and, accordingly, will have no effect on the outcomes of these proposals.
At the 2011 Annual Meeting, all five directors of the Company are to be elected for the term of one year or until their respective successors have been elected and qualified. It is intended that votes will be cast pursuant to proxies received from holders of Common Stock of the Company for the nominees listed below, unless the proxy contains contrary instructions. The affirmative vote of a plurality of the votes cast at the meeting is necessary for the election of directors. Thus, provided a quorum is present and voting, the five directors receiving the most votes will be elected as directors.
If any of the nominees listed below is unavailable for election at the date of the 2011 Annual Meeting, the shares represented by the proxy will be voted for the remaining nominees and for such substitute nominee or nominees as the Board of Directors, in their judgment, designate. The Company at this time has no reason to believe that any of these directors and nominees will decline or be unable to serve if elected.
Background information with respect to the Board of Directors’ nominees for election as directors, appears below. Four of the five nominees for directors are incumbent directors, who were elected by shareholders at a meeting for which proxies were solicited. The fifth director was appointed by the Board of Directors in October 2010. There is no family relationship between any nominee and any other nominee or executive officer of the Company. See “Security Ownership of Certain Beneficial Owners and Management” for information regarding the equity securities of the Company owned by each nominee for director.
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Name of Director or Nominee for Election | Age | Director Since | Position | |||
Marcy Syms(1)(4)(5) | 60 | 1983 | Chief Executive Officer and Chairman of the Board | |||
Beth L. Bronner | 60 | 2010 | Director of the Company | |||
Henry M. Chidgey(2)(3) | 61 | 2006 | Director of the Company | |||
Bernard H. Tenenbaum(1)(2)(3)(4)(5) | 56 | 2006 | Director of the Company | |||
Thomas E. Zanecchia(2)(3) | 56 | 2007 | Director of the Company |
Q: | Can I vote at the Annual Meeting? |
Set forth below is information concerning the Board of Directors’ nominees for director:
MARCY SYMS has been a Director of the Company since 1983, served as President from 1983 until 2010 and was Chief Operating Officer of the Company from 1984 until January 1998. From January 1998 until the present, Marcy Syms has served as Chief Executive Officer of the Company. Marcy Syms is also a director of Rite-Aid Corp. Marcy Syms was elected Chairman of the Board in 2010.
Q: | How many votes are needed to elect directors? |
A: | Directors are elected by a plurality of the votes cast in the election of directors, either in person or by proxy. The Board of Directors consists of six directors. At the Annual Meeting, the holders of our Common Stock will be asked to vote on the election of two directors and the holder of our Special Stock will be asked to vote on the election of one director. In each case, the nominees who receive the largest number of “FOR” votes cast, up to the number of directors to be elected by such class of stock, will be elected as directors. Stockholders cannot cumulate votes in the election of directors. Abstentions and broker non-votes have no effect on the outcome of director elections. |
Q: | How many votes are needed to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm? |
A: | Ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of a majority of the votes represented at the meeting and entitled to vote on the matter. In accordance with Delaware law, only votes cast “FOR” a matter constitute affirmative votes. A properly executed proxy marked “abstain” with respect to the ratification of the appointment of our independent registered public accounting firm will not be voted, although it will be counted for purposes of determining whether there is a quorum. Since abstentions will not be votes cast “FOR” the ratification of the appointment of our independent registered public accounting firm, they will have the same effect as negative votes or votes against the matter. As noted above, the ratification of the appointment of BDO USA, LLP is considered a routine matter under applicable rules, and therefore no broker non-votes are expected in connection with this proposal. |
BETH L. BRONNER is currently a managing director at Mistral Equity Partners, a private equity firm specializing in the consumer and media sectors. Prior to joining Mistral, Ms. Bronner was Global Chief Marketing Officer of Jim Beam Brands Worldwide where she was a vital part of the integration of the Fortune Brands’ acquisition of Allied Domecq. She also served as President of consumer businesses for Revlon, Häagen-Dazs, and Sunbeam. Ms. Bronner currently serves on the board of directors of Jamba Juice.
HENRY M. CHIDGEY has been President of Osage International Consulting Group since 2000. Mr. Chidgey was President and Chief Operating Officer of Hearts on Fire, a privately-held branded diamond and diamond jewelry business, from 2003 to 2004 and he continues to serve as an advisor to that company. Mr. Chidgey served as Director and Chief Operating Officer of FerroNorte, SA, a Brazilian railroad company, from 1997 to 1999 and prior to that he was President of RailTex from 1995 to 1997.
BERNARD H. TENENBAUM is Managing Partner of China Cat Capital, LLC, a consulting and investment company focused on transactions in Asia, and President of the Children’s Leisure Products Group, a holding company with investments in children’s leisure product businesses; a position he has held since 1997. He has also served as an advisor to Bel Air Partners, an investment banking firm from 2000 to 2009. Previously, he was Vice President of Corporate Development for Russ Berrie & Co., a NYSE-traded gifts and juvenile products company and was the founding Director of the George Rothman Institute of Entrepreneurial Studies at Fairleigh Dickinson University as well as the first George Rothman Clinical Professor of Entrepreneurial Studies.
THOMAS E. ZANECCHIA is the founder and has been the President of Wealth Management Consultants, Inc. since 1993. He is also co-founder of Branzan Investment Advisors, Inc. Prior to founding these companies, Mr. Zanecchia was a stockholder and President of Financial Consulting Services for Asset Management Group.
The Company’s Board does not have a formal policy of considering diversity in identifying potential director candidates. The Board considered the following attributes of its nominees in determining that each is qualified to serve as a director of the Company:
With respect to Ms. Syms, the Board took into consideration her long-time dedicated service to, and her substantial familiarity with, the Company, her knowledge of the Company’s business and product lines and her public image, which is closely associated with the Company and its public image.
With respect to Ms. Bronner, the Board took into consideration her prior experience in the consumer and media sectors as well as her direct experience of integrating an acquired company into the acquiring parent company.
With respect to Mr. Chidgey, the Board took into consideration his experience with the jewelry business and consumer preferences, as well as his experience in serving as the chief operating officer of diverse businesses.
With respect to Mr. Tenenbaum, the Board took into consideration his experience with retail businesses, his background in entrepreneurial studies and the role he typically performs as a business counselor.
With respect to Mr. Zanecchia, the Board took into consideration his experience with finance and the extent of his consulting capabilities.
With respect to each candidate, the Board also considered the contributions that the respective directors have made to the Company over their respective periods of service.
In naming Marcy Syms as the Chairman of the Board, the Board considered the fact that certain commentators have raised concerns regarding having a company’s chief executive officer also serve as board chairman. The Board concluded that in light of the size of the Board, Marcy Syms’ familiarity with the Company and the manner in which the Board operates, there was no need to separate the offices of the Chairman of the Board and the chief executive officer. Bernard H. Tenenbaum acts as the lead independent director of the Board of Directors. The role of the lead independent director is to call for and preside over executive sessions of the independent directors as appropriate, serve as liaison on behalf of the independent directors with the Chairman of the Board and perform such other duties as may be requested from time to time by the Board, the independent directors or the Chief Executive Officer.
The Board’s role in the risk oversight process includes receiving regular reports from members of management on areas of material risk to the Company, including operational, financial, legal and strategic risks. The full Board or the appropriate committee receives these reports from management to enable it to understand the Company’s risks, to respond to unexpected contingencies and to take proactive steps to mitigate risk. Any such matters considered at the committee level are reported to the full Board. This enables the Board and its committees to coordinate the risk oversight role.
During fiscal 2010 there were eight meetings of the Board of Directors. During fiscal 2010, each director attended at least 75% of the total number of meetings of the Board of Directors and the Board committees of which he or she was a member.
Based on information supplied to it by the Directors, the Board of Directors has determined that four of the current directors, Bernard H. Tenenbaum, Beth L. Bronner, Henry M. Chidgey and Thomas E. Zanecchia, are “independent” under the listing standards of the NASDAQ Stock Market (“NASDAQ”) and the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”). The Board of Directors has made such determinations based on the fact that none of such persons have had, or currently have, any material relationship with the Company or its affiliates or any executive officer of the Company or his or her affiliates, that would impair their independence, including, without limitation, any commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship.
The Board of Directors has determined that the Company is a “controlled company” (as defined in the NASDAQ Marketplace Rules) based on the fact that more than 50% of the voting power of the Company’s voting stock is held by Marcy Syms, individually and as trustee of The Laura Merns Living Trust, dated February 14, 2003, and as Trustee of the Marcy Syms Revocable Living Trust dated January 12, 1990, as amended, which entity holds Syms Corp common shares. As a result, the Company is exempt from the provisions of the NASDAQ governance standards requiring that (i) a majority of the board consist of independent directors, (ii) the nominating committee be composed entirely of independent directors and (iii) the compensation committee be composed entirely of independent directors.
The committees of the Board of Directors include an Audit Committee, an Executive Committee, a Stock Option Committee, a Compensation Committee and a Nominating & Corporate Governance Committee. Each of the aforementioned committees has written charters, copies of which are available on the Company’s website at www.syms.com. The charters will be provided in print to any shareholder who submits a written request for the charters, to the Company’s Corporate Secretary, Syms Corp, One Syms Way, Secaucus, New Jersey 07094.
The Audit Committee has the principal function of reviewing the adequacy of the Company’s internal system of accounting controls, conferring with the independent registered public accountants concerning the scope of their examination of the books and records of the Company and their audit and non-audit fees, recommending to the Board of Directors the appointment of independent registered public accountants, reviewing and approving related party transactions and considering other appropriate matters regarding the
financial affairs of the Company. The current members of the Audit Committee are Bernard H. Tenenbaum (Chairman), Henry M. Chidgey and Thomas E. Zanecchia. None of these individuals is, or has ever been, an officer or employee of the Company and all are considered “independent” for the purposes of the NASDAQ governance standards. In addition, the Company has created a Disclosure Committee comprised of senior management members. The Disclosure Committee meets at least four times each fiscal year to discuss Company issues, review SEC filings and discuss related party transactions.
We do not have a formal written policy regarding the review, approval or ratification of related party transactions. However, all of our employees, officers and directors are required to comply with our code of business conduct and ethics which addresses, among other things, actions that are required when potential conflicts of interest arise. Specifically, if an employee, officer or director becomes aware of a conflict of interest, he or she is required to bring it to the attention of a supervisor, manager or other appropriate personnel. Pursuant to its charter, the Audit Committee shall review with management and the independent auditor and approve all transactions or courses of dealing with parties related to the Company. Transactions with related parties must be entered into in good faith on fair and reasonable terms that are no less favorable to us than those that would be available in a comparable transaction in arm’s-length dealings with an unrelated third party.
In addition to meeting the independence standards of NASDAQ, each member of the Audit Committee is financially literate and meets the independence standards established by the SEC. The Board of Directors has also determined that Bernard H. Tenenbaum has the requisite attributes of an “audit committee financial expert” as defined by regulations of the SEC and that such attributes were acquired through relevant education and experience. The Audit Committee met four times during fiscal 2010.
The Executive Committee is authorized to exercise all of the powers and authority of the Board of Directors in the management and affairs of the Company between meetings of the Board of Directors, to the extent permitted by law. Marcy Syms and Bernard H. Tenenbaum are members of the Executive Committee. The Executive Committee met once during fiscal 2010.
The Stock Option Committee reviews and recommends to the Board of Directors remuneration arrangements and compensation plans for the Company’s officers and key employees, administers the Company’s stock option and appreciation plans and determines the officers and key employees who are to be granted equity based incentive compensation awards under such plans. The current members of the Stock Option Committee are Bernard H. Tenenbaum, Henry M. Chidgey and Thomas E. Zanecchia, none of whom is, or has ever been, an officer or employee of the Company and all of whom are “independent” in terms of the NASDAQ governance standards. The Stock Option Committee did not meet during fiscal 2010.
The Compensation Committee is responsible for reviewing and approving for the Chief Executive Officer and other executives of the Company annual base salary, and for determining director compensation and benefit programs (other than those programs administered by the Stock Option Committee). The full Board of Directors reviews and approves the recommendations of the Compensation Committee for the annual base salary of the Chief Executive Officer and Chairman of the Board. Marcy Syms and Bernard H. Tenenbaum are members of the Compensation Committee. Marcy Syms is not an “independent” member of the Compensation Committee in terms of the NASDAQ governance standards. The Compensation Committee met once during fiscal 2010; otherwise all discussions and decisions were made by the full Board.
The Nominating & Corporate Governance Committee seeks to, among other matters, find qualified individuals to serve as directors of the Company. Marcy Syms and Bernard H. Tenenbaum are members of the Nominating & Corporate Governance Committee. Marcy Syms is not an “independent” member of the Nominating & Governance Committee in terms of the NASDAQ governance standards. The Nominating & Corporate Governance Committee met once during fiscal 2010; otherwise all of its determinations were made by the full Board.
Minimum Qualifications: The Company does not set specific criteria for directors except to the extent required to meet applicable legal, regulatory and stock exchange requirements, including, but not limited to, the independence requirements of NASDAQ and the SEC, as applicable. Nominees for director will be selected on the basis of outstanding achievement in their personal careers; board experience; wisdom; integrity; ability to make independent, analytical inquiries; understanding of the business environment; the ability to represent fairly all shareholders without advocating for any particular shareholder constituency; the absence of a conflict of interest, and the willingness to devote adequate time to Board of Directors duties. While the selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, the Board believes that each director should have a basic understanding of (i) principal operational and financial objectives and plans and strategies of the Company, (ii) results of operations and financial condition of the Company and of any significant subsidiaries or business segments, (iii) the need for adopting and implementing internal controls, and (iv) the relative standing of the Company and its business segments in relation to its competitors.
Nominating Process: The following paragraphs describe the processes that the Board or the Nominating & Corporate Governance Committee will take should it be necessary to fill vacancies or should the Board decide to expand its size.
The Nominating & Corporate Governance Committee is willing to consider candidates submitted by a variety of sources (including incumbent directors, shareholders, Company management and third party search firms) when reviewing candidates to fill vacancies and/or expand the Board of Directors. If a vacancy arises or the Board of Directors decides to expand its membership, the Nominating & Corporate Governance Committee will ask each director to submit a list of potential candidates for consideration. The Nominating & Corporate Governance Committee will then evaluate each potential candidate’s educational background, employment history, outside commitments and other relevant factors to determine whether he/she is potentially qualified to serve on the Board of Directors. At that time, the Nominating & Corporate Governance Committee also will consider potential nominees submitted by shareholders in accordance with the procedures adopted by the Board of Directors, by the Company’s management and, if the Nominating & Corporate Governance Committee deems it appropriate, by an independent third party search firm retained to provide potential candidates. The Nominating & Corporate Governance Committee seeks to identify and recruit the best available candidates, and it intends to evaluate qualified shareholder nominees on the same basis as those submitted by Board of Directors members, Company management, third party search firms or other sources.
After completing this process, the Nominating & Corporate Governance Committee will determine whether one or more candidates are sufficiently qualified to warrant further investigation. If the process yields one or more desirable candidates, the Nominating & Corporate Governance Committee will rank them by order of preference, depending on their respective qualifications and the Company’s needs. The Nominating & Corporate Governance Committee will then contact the preferred candidate(s) to evaluate their potential interest and to set up interviews with the Nominating & Corporate Governance Committee. All such interviews are held in person, and include only the candidate and the Nominating & Corporate Governance Committee members. Based upon interview results and appropriate background checks, the Nominating & Corporate Governance Committee then decides whether it will recommend the candidate’s nomination to the full Board of Directors.
When nominating an incumbent director for re-election at an annual meeting, if asked by the Board, the Nominating & Corporate Governance Committee will consider the director’s performance on the Board of Directors and the director’s qualifications in respect of the criteria referred to above.
Consideration of Shareholder Nominated Directors: The Nominating & Corporate Governance Committee will consider candidates for the Board of Directors submitted by shareholders in a timely manner in accordance with our by-laws and the rules and regulations promulgated under the securities laws. Any shareholder wishing to submit a candidate for consideration should submit a notice in accordance with the procedures set forth under the caption “Shareholder Nominations and Proposals.”
Corporate Governance Guidelines and Code of Business Conduct and Ethics: The Board of Directors has adopted Corporate Governance Guidelines. The Board of Directors has also adopted a Code of Business Conduct and Ethics. The Corporate Governance Guidelines and the Code of Business Conduct and Ethics are available on the Company’s website at www.syms.com. A copy of the Corporate Governance Guidelines and a copy of the Code of Business Conduct and Ethics are available in print to any shareholder who submits a written request for such copies to the Company’s Corporate Secretary at Syms Corp, One Syms Way, Secaucus, New Jersey 07094.
Code of Ethics for Senior Financial Officers: The Board of Directors has adopted a Code of Ethics applicable to the Company’s Chief Executive Officer, Chief Financial Officer and Controller, which is available on the Company’s website at www.syms.com. A copy of the Code of Ethics for Senior Financial Officers is available in print to any shareholder who submits a written request for such Code of Ethics to the Company’s Corporate Secretary at Syms Corp, One Syms Way, Secaucus, New Jersey 07094.
Non-Management Directors: Non-management directors meet in executive sessions at least twice a year and, if the group of non-management directors includes any director who is not “independent,” the independent directors meet at least twice a year in an executive session of only independent directors. The independent directors select the presiding director. Bernard H. Tenenbaum acts as the presiding director for all non-management meetings. As appropriate, some of the executive sessions of the non-management directors may be with the Chief Executive Officer and others will be conducted outside the presence of the Chief Executive Officer and any other management officials.
Communications between Shareholders and the Board of Directors: Shareholders and other interested persons seeking to communicate with the Board of Directors should submit any communications in writing to the Company’s Corporate Secretary at Syms Corp, One Syms Way, Secaucus, New Jersey 07094. Any such communication must state the number of shares beneficially owned by the shareholder making the communication. The Company’s Corporate Secretary will forward such communication to the full Board of Directors or to any individual director or directors to whom the communication is directed.
Attendance at Annual Meetings: All Directors are expected to attend the 2011 Annual Meeting in person and be available to address questions or concerns raised by shareholders. All Directors attended the 2010 annual meeting of shareholders.
Compensation Risk Assessment: As of the end of fiscal 2010, our management conducted an assessment of our employee compensation policies and practices and concluded that any risks arising from such policies and practices are not reasonably likely to have a material adverse effect on our Company.
Q: | Who will pay the cost of soliciting votes for the Annual Meeting? |
A: | We will pay the entire cost of preparing, assembling, printing, mailing and distributing our proxy materials. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic and facsimile transmission by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. In addition, the Company may reimburse its Transfer Agent, brokerage firms and other persons representing beneficial owners of shares of our Common Stock for their expenses in forwarding solicitation material to such beneficial owners. |
Q: | Is my vote confidential? |
A: | Yes. We encourage stockholder participation in corporate governance by ensuring the confidentiality of stockholder votes. Your vote on any particular proposal will be kept confidential and will not be disclosed by the inspector of election except where disclosure is required by applicable law, disclosure of your vote is expressly requested by you or we conclude in good faith that a bona fide dispute exists as to the authenticity of one or more proxies, ballots or votes, or as to the accuracy of any tabulation of such proxies, ballots or votes. However, aggregate vote totals will be disclosed to the Company from time to time and publicly announced following the Annual Meeting. |
Q: | Why did I receive more than one set of printed materials? |
A: | If you received more than one set of printed materials, then you have multiple accounts with brokers or our Transfer Agent. Please vote all of these shares. We also recommend that you contact your broker or our Transfer Agent, as applicable, to consolidate as many accounts as possible under the same name and address. Our Transfer Agent is American Stock Transfer & Trust Company, LLC, which can be contacted by telephone at (718) 921-8200. |
Q: | How do I get electronic access to the proxy materials? |
A: | Our proxy statement and Transition Report on Form 10-KT for the ten months ended December 31, 2015 are also available on our website atwww.trinityplaceholdings.com under the Financials tab. |
Q: | Where can I find the voting results of the Annual Meeting? |
A: | We will announce preliminary results at the Annual Meeting and publish preliminary, or final if available, results in a Current Report on Form 8-K within four business days after the Annual Meeting. |
We currently have six members on our Board of Directors. Under our Certificate of Incorporation, the Board is divided into two classes, as nearly equal in number as possible, designated Class I and Class II. Each memberdirector serves for a term ending on the date of the second annual meeting following the annual meeting at which such director was elected and until the election and qualification of their respective successors in offices. There are no familial relationships among our directors and/or executive officers.
Two of the Class II director nominees, Alexander C. Matina and Marina Shevrytalova, are proposed for election by the holders of Common Stock at the Annual Meeting to hold office until the annual meeting of stockholders in 2018 and until their respective successors are duly elected and qualified or their earlier resignation or removal. The holder of the Company’s Special Stock is entitled to elect the third Class II director, and is expected to elect Joanne M. Minieri as the “Special Stock Director” defined in the Company’s Certificate of Incorporation, to hold office until the annual meeting of stockholders in 2018 and until her successor is duly elected and qualified or her earlier resignation or removal.
On or about March 8, 2016, a General Unsecured Claim Satisfaction (as defined in the Modified Second Amended Joint Chapter 11 Plan of Reorganization of Syms Corp. and its Subsidiaries, or the Plan) occurred. Upon the occurrence of the General Unsecured Claim Satisfaction, the share of Series A Preferred Stock was automatically redeemed and, pursuant to the terms of our Certificate of Incorporation, the terms of the Series A Director, Alan Cohen, and Independent Director, Keith Pattiz, automatically terminated; Messrs. Cohen and Pattiz ceased to be directors of the Company and the size of the Board was automatically reduced to three. Subsequently, the Board of Directors increased the size of the Board of Directors who is not an officerto six, and appointed each of Alan Cohen, Keith Pattiz and Matthew Messinger as Class I Directors to fill the three vacancies resulting from the increase of the size of the Board from three to six, for terms ending at the 2017 annual meeting of stockholders and to hold office until their successors are elected and qualified or employeeuntil their earlier resignation or removal.
The Company’s Certificate of Incorporation provides that on the first date that Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund (“Third Avenue”), no longer meets the Special Stock Ownership Threshold of 2,345,000 shares of Common Stock, the term of the Special Stock Director will automatically terminate, the person formerly holding such directorship will cease to be a director of the Company receives a director’s fee, presently established at the rate of $5,000 per meeting, for attending regular or special meetings of the Board of Directors. Additionally, each audit committee member receives $2,000 per meeting and the chair person of the audit committee receives $4,000 per meeting. For other committees, each committee membersize of the Board of Directors receives $1,000 for any committee meeting attendedwill be automatically reduced by one directorship. Immediately following such member. Travel expensesreduction, the size of such directors related to attendance at Board and committee meetings are reimbursed. Directors who are officers or employees of the Company do not receive any additional compensation by reason of their service as directors.
The following table sets forth certain information regarding the compensation we paid to each individual who served as a director of the Company during fiscal 2010, other than Marcy Syms. See the “Summary Compensation Table” below for information pertaining to compensation paid to Marcy Syms.
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Name | Fees Paid | |||
Bernard H. Tenenbaum | $ | 61,000 | ||
Beth L. Bronner | 15,000 | |||
Henry M. Chidgey | 48,000 | |||
Thomas E. Zanecchia | 48,000 |
The Company’s executive officers, as well as additional information with respect to such persons, are set forth below:
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Information with respect to Marcy Syms is set forth on page two of this Proxy Statement under “Election of Directors.”
Mr. Joel Feigenbaum started as the Chief Integration Officer of the Company in March 2010. Since that time, Mr. Feigenbaum was promoted to Chief Operating Officer in June 2010 and elected by the Board of Directors to the position of President in October 2010. Prior to joining Syms Corp, he served as President of Reader’s Digest’s Books Are Fun, Ltd., the world’s leading display marketer of books and gifts. Prior to Reader’s Digest, he was Chief Operating Officer of babygear.com and President and Chief Operating Officer of Century 21 Stores.
Mr. Seth Udasin joined Syms Corp in June 2010. He was formerly Vice President and Chief Financial Officer (1996-2005) of The Children’s Place Retail Stores, Inc. Mr. Udasin most recently had been an independent consultant providing retail and financial business advice and consulting services to small and mid-size retail and service companies. He iswill automatically be increased by one directorship, which will be a Certified Public Accountant in the State of New York.
Ms. Ann Keefe joined Filene’s Basement in 1982 in the Flagship downtown Boston location. Over the years, Ms. Keefe progressed through a series of Human Resources positions in the Boston store, the Distribution Center and the Corporate Office. She became Vice President of Human Resources in 2005 and Senior Vice President of Human Resources in 2008. In 2010, Ms. Keefe was named as Senior Vice President Human Resources of Syms Corp.
Mr. Carl Palumbo joined Syms Corp in October 2010. He has expansive experience including serving as Vice President of Planning for Casual Corner Stores, Mothercare Maternity, Bob’s Stores and The WIZ. In 2003, Mr. Palumbo became the Vice President of Planning, Allocation and Replenishment with Burlington Coat Factory. From there, he served as an independent consultant with Global Technology Group until 2009 when he took on the role of the Divisional Merchandise Mgr, Men’s, Shoes & Accessories/Director of Corporate Merchandise Planning for Conway Stores.
Ms. Laura McCabe Brandt joined Syms Corp in October 2010. In January 2011, the Board of Directors elected Ms. Brandt to the position of Corporate Secretary. Prior to joining the Company, Ms. Brandt served as the U.S. General Counsel for H&M Hennes & Mauritz L.P., as Associate General Counsel for Apple Core Hotels, Inc., a New York City hotel and property management company and as Associate General Counsel for Ranieri & Co., Inc., a private investment firm. She is a licensed attorney in the State of New York and was recently admitted to the New Jersey Bar as an in-house limited license bar member.
The Company’s officers aredirector elected by the Boardholders of Directors and hold office atCommon Stock.
Each nominee has indicated to the discretionCompany that he or she will serve if elected. We do not anticipate that any nominee will be unable to stand for election, but, if that happens, your proxy will be voted in favor of another person nominated by the Board of Directors.
The following table sets forthBiographical information regarding each Class II director nominee proposed for election by the beneficial ownership of sharesholders of Common Stock at the Annual Meeting follows. The age of each nominee is as of June 15, 2011, except as otherwise set forththe date of the Annual Meeting.
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Name of Director | Age | Business Experience and Other Information | ||
Alexander C. Matina | 39 | Mr. Matina has served as a director of the Company since April 11, 2013 and is the Chairman of the Board. He was initially elected by the two directors of the Company then serving as the directors elected by the holders of Common Stock pursuant to the Company’s by-laws. He is the Vice President of Investments for MFP Investors, LLC, the family office of Michael F. Price, which has a value-investing focus across public and private markets. Mr. Matina also serves as a director of S&W Seed Company, a publicly traded agricultural company. | ||
Qualifications and Skills: Mr. Matina brings a strong finance background to the Company, including experience with bankruptcies and private equity. Mr. Matina serves as an adjunct professor of financial modeling at Fordham University. Prior to joining MFP Investors, LLC in 2007, Mr. Matina served in various roles at Balance Asset Management, a multi-strategy hedge fund, and as a senior associate at Altus Capital Partners, a middle market private equity fund. He was previously a principal at 747 Capital, a private equity fund-of-funds, and a financial analyst at Salomon Smith Barney in the financial sponsors group of the investment banking division. | ||||
Marina Shevyrtalova | 39 | Ms. Shevyrtalova has served as a director of the Company since September 14, 2012. Ms. Shevyrtalova was initially elected to the Company’s Board of Directors by the parties that backstopped the rights offering conducted by Syms Corp. in connection with its emergence from bankruptcy. She is currently the Portfolio Manager and a member of the Investment Committee at DS Advisors, LLC. | ||
Qualifications and Skills: Prior to joining DS Advisors, Ms. Shevyrtalova was part of the investment team at Barington Capital Group, an investment firm experienced in taking active roles in assisting companies in creating and improving stockholder value. From 2003 to 2007, Ms. Shevyrtalova was a Vice President at Lehman Brothers in its Equity Capital Management Group, where she focused on investing in undervalued equities, special situations and turnarounds. Ms. Shevyrtalova is a graduate of the Harvard Business School. |
Biographical information regarding each other director follows. The age of each director and nominee;
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Name of Director | Age | Business Experience and Other Information | ||
Joanne M. Minieri | 56 | Ms. Minieri has served as a director of the Company since November 8, 2013 and serves as the Chair of the Board’s Audit Committee. She was appointed by Third Avenue, a major investor in the Company. Ms. Minieri serves as the “Special Stock Director”, who is elected by the holder of the Special Stock pursuant to the Company’s Certificate of Incorporation. She is the Deputy County Executive of Suffolk County, New York and Commissioner for Suffolk County Economic Development and Planning. | ||
Qualifications and Skills: Previously, Ms. Minieri served as President and Chief Operating Officer of Forest City Ratner Companies (“FCRC”), a wholly owned subsidiary of Forest City Enterprises (“FCE”). She originally joined FCRC as its Chief Financial Officer in 1995, and was promoted to Executive Vice President and Chief Operating Officer in 1998 and to President and Chief Operating Officer in 2007. Ms. Minieri is the Chairman of the Suffolk County IDA and the Suffolk County Economic Development Corp. She also serves on the Board of the Suffolk County Land Bank as Vice Chairman, formed in 2014. Ms. Minieri is a certified public accountant. |
Each person named in the table has sole voting and investment power with respect to all sharesHolders of Common stock shown as beneficially owned by such person, except as otherwise set forthStock (term expiring in the notes to the table.
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Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership of Common Stock | Percent of Class | ||||||
Marcy Syms One Syms Way Secaucus, NJ 07094 | 7,955,294 (1) | 54.7 | % | |||||
Franklin Resources, Inc. 777 Mariners Island Blvd. San Mateo, CA 94404 | 1,430,000 (2) | 9.9 | % | |||||
Dimensional Fund Advisors, Inc. 6300 Bee Cave Road Austin, TX 78746 | 1,216,537 (3) | 8.4 | % | |||||
Bernard H. Tenenbaum | 100 | * | ||||||
Beth L. Bronner | — | — | ||||||
Henry M. Chidgey | — | — | ||||||
Thomas E. Zanecchia | — | — | ||||||
All directors and executive officers as a group (10 persons) | 7,955,394 | 54.7 | % |
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Name of Director | Age | Business Experience and Other Information | ||
Matthew Messinger | 44 | Mr. Messinger has been the President and CEO of the Company since October 2013 and has served as a director of the Company since March 9, 2016. | ||
Qualifications and Skills: Prior to joining the Company, Mr. Messinger served as the Executive Vice President and Director of Investment Management at FCRC, a wholly owned subsidiary of FCE, where he served for more than | ||||
Alan Cohen | 79 | Mr. Cohen has served as a director of the Company since September 14, 2012. Mr. Cohen was initially elected to the Board of Directors by the Official Committee of Unsecured Creditors of Syms Corp. Mr. Cohen is the Chairman of Abacus Advisors LLC, a business advisory firm. | ||
Qualifications and Skills: Mr. Cohen is the Chairman of Abacus Advisors and has more than 30 years’ experience working with distressed businesses in all aspects of their management and operations, serving as a consultant and advisor to numerous Fortune 500 companies and many leading banks and financial institutions. He has been an active participant in seminars on turnaround management and has lectured extensively on restructuring and asset-based lending. Mr. Cohen has served as a trustee, chief restructuring officer, and consultant in various chapter 11 cases, state court proceedings, and out-of-court restructurings for companies including The Towers Financial Corporation, County Seat Stores, 47th Street Photo, Russ Togs and Aileen, Inc. |
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Name of Director | Age | Business Experience and Other Information | ||
Keith Pattiz | 63 | Mr. Pattiz has served as a director of the Company | ||
Qualifications and Skills: Mr. Pattiz has extensive experience in a wide range of |
Of the directors, Messrs. Chidgey and Zanecchia and Ms. Bronner do not beneficially own any shares of Company common stock. Other than Marcy Syms, none of the executive officers named in the summary compensation table, beneficially own any shares of Company common stock.
Compensation Philosophy: The Company’s compensation program is designed to integrate compensation with the achievement of the Company’s business objectives and to ensure that total compensation paid to executive officers and key employees is fair and reasonable. The Company has structured its executive compensation to motivate executives to achieve the business goals set by the Company and reward the executives for achieving such goals. This philosophy also includes aligning and rewarding management for increasing shareholder value.
The Compensation Committee, through its executive compensation policy, strives to provide compensation rewards based upon corporate and individual performance. It seeks to maintain a relatively simple compensation program in order to avoid the administrative costs which the Compensation Committee believes are inherent in multiple complex compensation plans and agreements.
The Company does not generally enter into employment, severance or change in control agreements with any of its executive officers. However, Seth Udasin, the Chief Financial Officer has a pre-negotiated severance package included in his employment offer letter as did Jason Somerfeld, the former Senior Vice President and General Merchandising Manager. Both Mr. Udasin and Mr. Somerfeld negotiated a six (6) month severance package upon involuntary termination from the Company. Further details on the employment offer letters are described under the heading “Employment Offer Letters”.
The determination of compensation ranges for executive officers did not utilize benchmarking compensation packages with other retailers to analyze the compensation of our executive officers during the past fiscal year. In setting compensation for our executive officers, the Company has traditionally focused upon (i) the current compensation of the employee, (ii) past compensation for the employee and for other individuals in the same role or similar roles at the Company and (iii) the Company’s operating results. Determination of Marcy Syms’ compensation as the Company’s Chief Executive Officer for fiscal 2010 reflects the Company’s performance and also reflects recognition of Ms. Syms unique, ongoing contribution to the growth, success and viability of the Company.
Base Salary: The base salary for Company personnel is intended to provide competitive remuneration for services provided to the Company over a one-year period and is designed to compensate an individual for his or her level of responsibility and performance.
Bonus: Bonuses may be awarded based upon individual performance as measured against individual goals and objectives, combined with the Company’s attainment of corporate goals and objectives. The Compensation Committee utilizes cash bonuses, when it feels a bonus is merited, based on factors such as an executive’s individual performance and the Company’s performance relative to its past performance and the performance of competitors.
Long-Term Incentive: The Stock Option Committee
Our business and affairs are managed under the responsibilitydirection of administeringthe Board of Directors, which is the Company’s stock option plansultimate decision-making body, except with respect to those matters reserved for our stockholders. The Board establishes overall corporate policies, evaluates our chief executive officer and is therefore responsible for authorizing all grantssenior leadership team, and acts as an advisor and counselor to management. The Board also oversees our business strategy and planning, as well as the performance of options. management in executing our comprehensive business plan and managing our day-to-day operations.
The Stock Option Committee is comprised entirelyoffices of non-employee directors that have no direct or indirect material interest in, or relations with,Chairman of the Board of Directors of the Company outside of their position as a Director. The Stock Option Committee currently consistsand Chief Executive Officer of the following membersCompany are separated. Mr. Matina has been appointed as Chairman of the Company’s Board of Directors: Bernard H. Tenenbaum, Henry M. ChidgeyDirectors and Thomas E. Zanecchia.Mr. Messinger is the Company’s Chief Executive Officer. The Stock Option Committee believes that long-term incentive awards for executives promote retention and maximize shareholder value, which alignCompany does not have a fixed policy with respect to the interests of executives with those of shareholders.
Stock Option Plans: The Company’s Amended and Restated Stock Option and Appreciation Plan (the “Stock Option Plan”) allows for the granting of incentive stock options, as defined in Section 422Aseparation of the Internal Revenue Code of 1986 (as amended), non-qualified stock options and stock appreciation rights. The plan requires that incentive stock options be granted at an exercise price not less than the fair market valueoffices of the Company’s common stock on the date the option is granted. The exercise priceChairman and Chief Executive Officer of the optionCompany. We believe that the separation of these offices is currently appropriate and that it is in our best interests to make these determinations from time to time.
The Board of Directors is responsible for holdersoverseeing our executive management team in the execution of more than 10%its responsibilities and for assessing the Company’s approach to risk management. The Board exercises these responsibilities on an ongoing basis as part of its meetings and through the Audit Committee. Each member of the voting rightsmanagement team has direct access to the Board and the Audit Committee to ensure that all risk issues are frequently and openly communicated. The Board of Directors closely monitors the information it receives from management and provides oversight and guidance to our executive management team regarding the assessment and management of risk. For example, the Board regularly reviews the Company’s critical strategic, operational, legal and financial risks with management to set the tone and direction for ensuring appropriate risk taking within the business.
In addition, financial risks are overseen by our Audit Committee, which meets separately with representatives of our independent auditors to determine whether any material financial risks or any deficiencies in our internal controls over financial reporting have been identified and, if so, the executive management team’s plans to rectify or mitigate these risks. The Audit Committee also oversees risks related to the Company’s financial statements, the financial reporting process and accounting matters.
Our Board and Audit Committee have access at all times to the Company’s management to discuss any matters of interest, including those related to risk. Those members of our executive management team who are most knowledgeable of the issues facing the Company must be not less than 110%also regularly attend Board and Audit Committee meetings to provide additional insight into items being discussed, including risk exposures. We believe that our Board leadership structure enables senior management to communicate identified risks to our Board and Audit Committee and affords a free flow of communication regarding risk identification and mitigation.
The Board of Directors has determined that each member of the fair market valueBoard, other than Mr. Messinger, is “independent” in accordance with Section 803A of the Common Stock onNYSE MKT Company Guide.
The Board of Directors held five meetings in the date of grant. Non-qualified options and stock appreciation rights may be granted at any exercise price, subject to limitations imposed pursuant to Section 409Aten months ended December 31, 2015 (a ten month transition period as a result of the Internal Revenue Codechange in our fiscal year effective with the year ended December 31, 2015). All of the directors attended at least 75% of the total of all meetings of the Board and Board committees on which they served during the ten months ended December 31, 2015. Each director is expected to attend annual meetings of stockholders.
which penalizes employees who receive optionsThe Company’s Audit Committee consists of five directors (Joanne Minieri, Alexander Matina, Alan Cohen, Keith Pattiz and stock appreciation rights granted at a price belowMarina Shevyrtalova) and is responsible for fulfilling the then-current fair market value.Board’s responsibilities as they relate to the Company’s financial oversight functions such as accounting policies, internal controls and financial reporting practices. The CompanyBoard of Directors has reserved 1,500,000 sharesdetermined that Ms. Minieri is an “audit committee financial expert,” as that term is used in Item 407 of common stock for issuance thereunder. The maximum exercise period for any option or stock appreciation rightRegulation S-K promulgated under the plan is ten years from the date the option is granted (five years for any optionee who holds more than 10%Exchange Act. The Board of Directors has determined that each of the voting rightscurrent members of the Company).Audit Committee is independent under Section 803A of the NYSE MKT Company Guide, meets the criteria for independence set forth in Rule 10A-3 under the Exchange Act and satisfies the other Audit Committee membership requirements specified in Section 803B of the NYSE MKT Company Guide. The Stock OptionAudit Committee frozeheld three meetings during the Stock Option Plan as often months ended December 31, 20062015. The Audit Committee operates under a written charter. A copy of the Audit Committee charter is available on our website atwww.trinityplaceholdings.com under the Financials tab and at such time, no further grants have been awardedmay also be obtained without charge by written request to Investor Relations, Trinity Place Holdings Inc., 717 Fifth Avenue, Suite 1303, New York, New York 10022.
The following report of the Audit Committee does not constitute soliciting material and should not and will not be deemed filed or incorporated by reference into any other Company filing under this plan.
In 2005,the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company adoptedspecifically incorporates this report by reference therein.
The Audit Committee has reviewed and discussed with BDO USA, LLP, the 2005 Stock Option Plan (the “2005 Plan”). The 2005 Plan permitsCompany’s independent registered public accounting firm, those matters required to be discussed by the grant of options, share appreciation rights, restricted shares, restricted share units, performance units, performance shares, cash-based awards and other share-based awards. Key employees, non-employee directors, and third party service providersapplicable requirements of the Public Company who are selectedAccounting Oversight Board, or PCAOB, including the matters described in the statement on Auditing Standards No. 16, as amended, as adopted by a committee designatedthe PCAOB.
The Audit Committee has received the written disclosures and the letter from BDO USA, LLP, as required by applicable requirements of the PCAOB, regarding BDO USA, LLP’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with BDO USA, LLP its independence.
Based on the Audit Committee’s review of and discussions regarding the Company’s audited consolidated financial statements and the Company’s internal control over financial reporting with management, the Company’s internal auditors and the independent registered public accounting firm and the other reviews and discussions with the independent registered public accounting firm referred to in the preceding paragraph, subject to the limitations on the Audit Committee’s roles and responsibilities described above and in the Audit Committee charter, the Audit Committee recommended to the Board of Directors ofthat the Company are eligible to participateCompany’s audited consolidated financial statements be included in the 2005 Plan. The maximum number of shares issuable underCompany’s Transition Report on Form 10-KT for the 2005 Plan is 850,000, subject to certain adjustments inten months ended December 31, 2015 for filing with the event of changes to the Company’s capital structure.SEC.
The 2005 Plan requires that incentive stock options be granted at an exercise price not less than the fair market value of the Company’s common stock on the date the option is granted. The exercise price of such options for holders of more than 10% of the voting stock of the Company must be not less than 110% of the fair market value of the Company’s common stock on the date of grant. The exercise price of non-qualified options and stock appreciation rights must not be less than fair market value.Respectfully submitted,
The maximum exercise period for any option or stock appreciation right under the 2005 Plan is ten years from the date the option is granted (five years for any incentive stock options issued to a person who holds more than 10% of the voting stock of the Company).Joanne M. Minieri, Chairman
Alan Cohen
Alexander C. Matina
Keith Pattiz
Marina Shevrytalova
There were no options granted during fiscal 2010, and all options previously granted are fully vested.
Employment Offer Letters. The Company does not generally enter into individual employment, severance or change in control agreements with any of its executive officers. However, the Company has entered into an employment offer letter with Mr. Udasin, the Chief Financial Officer, dated as of June 2010. Mr. Udasin’s employment offer letter provides that he is entitled to an annual base salary of $275,000, an annual car allowance of $6,000 and a Company-paid gas card. In addition, in the event Mr. Udasin’s employment is terminated involuntarily, he would be entitled to a severance payment equal to six months base salary. The Company also entered into an employment offer letter with Ms. Brandt, the General Counsel, dated October 2010 that provides for an annual base salary of $250,000 and an annual car allowance of $6,000. In addition, the Company had entered into a substantially similar employment offer letter with Mr. Somerfeld, the former Senior Vice President and General Merchandising Manager, but his employment terminated with us in February of 2011. Mr. Somerfeld’s annual base salary at the time was $404,000 with a $1,000 per month allowance for commuter expenses and incidentals permitted under the Company’s corporate credit card. Upon Mr. Somerfeld’s termination of employment and execution and non-revocation of a release of claims, the Company was obligated to pay $202,000 as his severance payment that is being paid through bi-weekly payments. This severance amount is the equivalent of six months of base salary.
The Company does not otherwisecurrently have a formal severance policy with its executive officersstanding nominating committee or other committee performing similar functions, nor have we adopted a nominating committee charter. Under Section 804 of the NYSE MKT Company Guide, in the absence of a nominating committee, Board of Director nominations may be either selected, or recommended for the Board’s selection, by a majority of the independent directors of the Board. Given our size, available resources and determines onthat the NYSE MKT does not require us to have a case by case basis whether severance would be provided uponnominating committee, the terminationBoard of an executive officer. For example, uponDirectors has determined that it is in the Company’s termination of employment of Mr. Siconolfi,best interest to have the former Controllerindependent directors (Matina, Cohen, Pattiz, Minieri and acting Chief Accounting Officer, in October 2010, the Company determined to pay Mr. Siconolfi a severance payment of $36,250 broken into bi-weekly payments in exchange for a release of claims. This severance payment to Mr. Siconolfi represented thirteen weeks of salary. For Mr. Shulman, former President, the Company determined to pay $370,000 in exchange for a release of all claims as severance. This severance amount represents six months of compensation and was paid to Mr. Shulman in bi-weekly increments.
Tax Considerations: It is the responsibility of the Compensation Committee to address the issues raised by the tax laws which make certain non-performance-based compensation to executives of public companies in excess of $1,000,000 non-deductible to the Company. In this regard, the Compensation Committee must determine whether any actions with respect to this limit should be taken by the Company. At this time, it is not anticipated that any executive officer will receive any compensation in excess of this limit.
This section and the tables set forth in this section should be read in conjunction with the more detailed description of our executive compensation plans and arrangements included in the Compensation Discussion and Analysis which precedes this section.
The following table sets forth compensation earned during fiscal 2010, 2009 and 2008 by the Company’s Chief Executive Officer, Chief Financial Officer, the three other most highly paid executive officers whose total compensation for fiscal 2010 exceeded $100,000 and two former executive officers:
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Name and Principal Position | Fiscal Year | Salary | Option Awards | Bonus | All Other Compensation | Total Compensation | ||||||||||||||||||
Marcy Syms Chief Executive Officer | 2010 | $ | 582,309 | — | — | — | $ | 582,309 | ||||||||||||||||
2009 | 582,309 | — | — | — | 582,309 | |||||||||||||||||||
2008 | 642,033 | — | — | — | 642,033 | |||||||||||||||||||
Joel Feigenbaum(1) President | 2010 | $ | 449,508 | — | — | — | $ | 449,508 | ||||||||||||||||
2009 | — | — | — | — | — | |||||||||||||||||||
2008 | — | — | — | — | — | |||||||||||||||||||
Seth Udasin(2) Chief Financial Officer and Chief Accounting Officer | 2010 | $ | 204,288 | — | — | — | $ | 204,288 | ||||||||||||||||
2009 | — | — | — | — | — | |||||||||||||||||||
2008 | — | — | — | — | — | |||||||||||||||||||
Ann Keefe Senior Vice President, Human Resources | 2010 | $ | 225,285 | — | — | — | $ | 225,285 | ||||||||||||||||
2009 | 148,619 | — | — | — | 148,619 | |||||||||||||||||||
2008 | — | — | — | — | — | |||||||||||||||||||
Laura McCabe Brandt(3) Vice President, General Counsel and Corporate Secretary | 2010 | $ | 102,423 | — | — | — | $ | 102,423 | ||||||||||||||||
2009 | — | — | — | — | — | |||||||||||||||||||
2008 | — | — | — | — | — | |||||||||||||||||||
Jason Somerfeld(4) Senior Vice President and General Merchandising Manager | 2010 | $ | 318,538 | — | — | — | $ | 318,538 | ||||||||||||||||
2009 | — | — | — | — | — | |||||||||||||||||||
2008 | — | — | — | — | — | |||||||||||||||||||
Ray Siconolfi(5) Controller, and Chief Accounting Officer | 2010 | $ | 128,615 | — | — | — | $ | 128,615 | ||||||||||||||||
2009 | 112,800 | — | — | — | 112,800 | |||||||||||||||||||
2008 | 111,646 | — | — | — | 111,646 | |||||||||||||||||||
Mark Shulman(6) President | 2010 | $ | 302,708 | — | — | $ | 87,353 | $ | 390,061 | |||||||||||||||
2009 | 438,461 | — | — | 105,100 | 543,561 | |||||||||||||||||||
2008 | — | — | — | — | — |
During the last completed fiscal year, the Company did not grant stock options or other share-based awards.
The following table provides information for Ms. Syms with respect to stock option awards outstanding at February 26, 2011. At that date, each of the executive officers named in the Summary Compensation Table do not hold any other equity awards.
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Name | Number of securities underlying unexercised options at February 26, 2011 (Exercisable) | Number of securities underlying unexercised options at February 26, 2011 (Unexercisable) | Option Exercise Price | Option Expiration Date | ||||||||||||
Marcy Syms | 97,500 | — | $ | 15.01 | 7/21/2015 |
There were no options exercised during fiscal 2010 by any of the executive officers named in the Summary Compensation Table. None of those officers own any shares of restricted stock, restricted stock units or similar instruments that vested during fiscal 2010.
Each of the Company’s executive officers who were employed prior to December 31, 2006, is entitled toShevyrtalova) participate in the Syms Corp Defined Benefit Plan on the same basis as all other eligible executives. Effective December 31, 2006, this plan was frozenconsideration of director nominees and, no additional benefits have accrued.
Eachwhere applicable, composition of the Company’s executive officers is entitled to participate in the Company’s defined contribution 401K Plan on the same basis as all other eligible employees. In addition, the Company also has a Profit Sharing Plan to which the Company makes a discretionary contribution based on its performance. All employees can participate in this plan once they become eligible. Amounts contributed to the accounts of the executive officers named in the Summary Compensation Table are set forth in that Table.
The Company sponsors a defined benefit pension plan (the “Pension Plan”). A Pension Plan’s participant’s interest vests over a seven year period commencing in the third year at the rate of 20% after completing three years of employment and 20% for each year thereafter, and is 100% vested after the completion of seven years of service. Benefit payments are made in the form of one of five annuity payment options elected by the participant. Amounts in the table are based on a straight life annuity. For the executive officers named in the Summary Compensation Table who participate in the Pension Plan, compensation for purposes of the Pension Plan generally corresponds to the amounts shown in the “Salary” column of the Summary Compensation Table.
Currently no more than $245,000 (as adjusted from time to time by the Internal Revenue Service) of cash compensation may be taken into account in calculating benefits payable under the Pension Plan. Executive officers in the Summary Compensation Table were credited with the following years of service at December 31, 2010: Marcy Syms, 32 or more years and Ray Siconolfi, 9 years. Benefits under the Pension Plan are not subject to any deduction for social security or other offset amount. The annual retirement benefit is reduced pro rata if the employee has completed less than 25 years of service. A participant is entitled to be paid his or her benefits upon retirement at age 65. If a participant has completed at least 15 years of service, he or she may retire upon reaching age 55 but the benefits he or she receives will be actuarially reduced to reflect the longer period during which he or she will receive a benefit. A participant who leaves the Company for any reason other than death, disability or retirement will be entitled to receive the vested portion of the benefit payable over different periods of time depending on the aggregate amount vested and payment option elected.Board committees.
The following table sets forth,Board has adopted director nominating procedures. Under these procedures, in general, the independent directors will develop criteria for eachevaluating prospective candidates to the Board and committees, including any specific minimum qualifications and any specific qualities or skills necessary for one or more directors to possess. Among such other criteria as the independent directors may from time to time determine appropriate, when the independent directors determine that expansion of the Board or replacement of a director, or the establishment or expansion of a committee, or replacement of a committee member, is necessary or appropriate, the independent directors will conduct candidate interviews, which may be with members of management, consult with the candidate’s associates and through other means determine a candidate’s honesty, integrity, reputation in and commitment to the community, judgment, personality and thinking style, residence, willingness to devote the necessary time, potential conflicts of interest, independence, understanding of financial statements and issues and other matters of relevance to the Board or applicable committee, and the willingness and ability of the candidate to engage in meaningful and constructive discussion regarding Company issues. While diversity may contribute to this overall evaluation, it is not considered by the independent directors as a separate or independent factor in identifying nominees for director.
The Company may identify candidates through recommendations made by directors, senior management or other third parties. The independent directors will consider director candidates recommended to the Board by stockholders during such times as the Company is actively considering appointing new directors. Candidates recommended by stockholders will be evaluated based on the same criteria described above.
The independent directors will recommend those individuals that they determine should be nominees for election or re-election to the Board at the annual meeting of stockholders or, if applicable, at a special meeting of stockholders, or otherwise appointed to the Board or any committee thereof (with authority for final approval remaining with the independent directors). Stockholders desiring to suggest a candidate for consideration by the independent directors must do so in accordance with the Company’s bylaws and the securities laws, and should send a letter to the attention of the Company’s Secretary, at the Company’s principal executive officers namedoffices, 717 Fifth Avenue, Suite 1303, New York, New York 10022, and include: (a) a statement that the writer is a stockholder (providing evidence if the person’s shares are held in street name) and is proposing a candidate for consideration; (b) the Summary Compensation Table,name and contact information for the candidate; (c) a statement of the candidate’s business and educational experience; (d) information regarding the benefits payable undercandidate’s qualifications to be a director, including but not limited to an evaluation of the Pension Plan,factors discussed above which represents the only planBoard would consider in evaluating a candidate; (e) information regarding any relationship or understanding between the proposing stockholder and the candidate; (f) information regarding potential conflicts of interest; and (g) a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected. Because of the small size of the Company and the limited need to seek additional directors, there is no assurance that providesall stockholder proposed candidates will be fully considered, that all candidates will be considered equally, or that the proponent of any candidate or the proposed candidate will be contacted by the Company or the independent directors, and no undertaking to do so is implied by the willingness to consider candidates proposed by stockholders.
The Board has adopted a written policy for paymentsthe review and approval of any “related party transaction,” which is defined under the policy as any transaction, arrangement or other benefits at, following,relationship, or any series of similar transactions, arrangements or relationships, in which the Company or any of its subsidiaries is or will be a participant, the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, and one of our executive officers, directors, director nominees (or their respective immediate family members), 5% stockholders or an entity controlled by any of the foregoing or in connection withwhich any of the foregoing is employed, has or will have a direct or indirect interest, other than the following:
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Name | Plan Name | No. of years credit service | Present Value of Accrued Benefits ($) | Change in Pension Value 2010 vs 2009 ($) | ||||||||||||
Marcy Syms | (1 | ) | 32 | 197,264 | 13,592 | |||||||||||
Joel Feigenbaum | (1 | ) | n/a | |||||||||||||
Seth Udasin | (1 | ) | n/a | |||||||||||||
Ann Keefe | (1 | ) | n/a | |||||||||||||
Laura McCabe Brandt | (1 | ) | n/a | |||||||||||||
Jason Somerfeld | (1 | ) | n/a | |||||||||||||
Ray Siconolfi | (1 | ) | 9 | 16,243 | 1,093 | |||||||||||
Mark Shulman | (1 | ) | n/a |
The Company does not generally enter into individual employment, severance or change in control agreements with any
In addition, Mr. Somerfeld had entered into a substantially similar employment offer letter as Mr. Udasin’s employment offer letter and upon Mr. Somerfeld’s termination of employment and execution and non-revocation of a release of claims, the Company became obligated to pay $202,000 as his severance payment over a six month period which equated to six months of base salary.
The Company does not otherwise have a formal severance policy with its executive officers and determines on a case by case basis whether severance would be provided upon the termination of an executive officer. For example, upon the Company’s termination of employment of Mr. Siconolfi, the former Controller and Chief Accounting Officer, in October of 2010, the Company determined to pay Mr. Siconolfi a severance payment of $36,250 broken into bi-weekly payments in exchange for a release of claims. This severance payment to Mr. Siconolfi represented thirteen weeks of salary. For Mr. Shulman, former President, the Company determined to pay $370,000 in exchange for a release of all claims as severance. This severance amount represents six months of compensation and was paid to Mr. Shulman in bi-weekly increments.
Other than the arrangements described above for Messrs. Udasin, Somerfeld, Siconolfi and Shulman, the following is a summary of amounts that may become payable or vested upon certain termination of employments or upon a change in control; however, as of the end of Fiscal 2010, all outstanding stock options were fully vested and exercisable. No additional payments or benefits will accrue or be paid to the individual or the individual’s estate, if applicable, other than what has been accrued and vested in the benefit plans discussed above in this proxy statement under Item 402 of Regulation S-K.
Any proposed related party transaction will be reviewed and, if deemed appropriate, approved by the Audit Committee. When practicable, the review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the Audit Committee will review, and, if deemed appropriate, ratify the transaction. In either case, the Audit Committee will take into account, among other factors deemed appropriate, whether the transaction is on terms no less favorable than terms generally available to an unrelated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. The Board has also delegated to the Chairman of the Audit Committee the authority to approve or ratify related party transactions, subject to reporting at the next Audit Committee meeting any such approval or ratification.
Since the beginning of our last fiscal year, there has been no transaction (and no transaction is currently proposed), in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.
The Board of Directors does not have a compensation committee; rather, decisions with regard to the compensation of directors and executive officers are made by the independent directors (Messrs. Matina, Cohen and Pattiz, and Ms. Minieri and Ms. Shevyrtalova) based upon such directors’ determination of what salaries and level of equity-based compensation is necessary to attract and retain key personnel. The Board believes this is appropriate given the Company’s size and the stage of its development. The Board has not engaged a compensation consultant.
As noted above, the Company’s independent directors perform the functions of a compensation committee. None of the independent directors of the Company have ever been employed by the Company. None of the Company’s executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving on the Company’s Board of Directors.
Payments Made Upon Voluntary or Involuntary Termination: If the employment of anyThe Company’s director compensation policy provides for an annual payment to each director who is not an employee of the named executive officers who have received stock options or other long-term incentive awards is voluntarily or involuntarily terminated (other than upon death or disability, as described below), then under our standard award agreements,Company of $60,000, plus reimbursement of reasonable expenses incurred in connection with attending meetings. During the following will occur:
The following table sets forth certain compensation plan information with respect to both equity compensation plans approved by security holders and equity compensation plans not approved by security holders as of December 31, 2015.
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Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | |||||||||
Equity compensation plans approved by security holders | 30,000 | — | 770,000 | |||||||||
Equity compensation plans not approved by security holders | 1,352,794 | (1) | — | 1,304,172 | (2) | |||||||
Total | 1,382,794 | — | 2,074,172 |
(1) | Includes (i) 1,327,377 restricted stock units (“RSUs”) issued pursuant to the employment agreement between the Company and Matthew Messinger, (ii) 6,250 RSUs issued pursuant to an RSU agreement between the Company and Richard Pyontek and (iii) an aggregate of 19,167 RSUs issued pursuant to RSU agreements between the Company and two employees. See “Executive Compensation — Compensation of Matthew Messinger, President and Chief Executive Officer” and See “Executive Compensation — Compensation of Other Named Executive Officers.” |
(2) | RSUs that may become issuable upon satisfaction of certain criteria pursuant to the employment agreement between the Company and Matthew Messinger. See “Executive Compensation — Compensation of Matthew Messinger, President and Chief Executive Officer.” |
Any interested parties desiring to communicate with the Board of Directors regarding the Company may directly contact such termination ordirectors by delivering such correspondence to such directors (or the expiration dateentire Board) in care of the option.
Payments Made Upon Disability: If the employment of any of the named executive officers who have received stock options or other long-term incentive awards is terminated due to disability, then under our standard award agreements, the following will occur:
Payments Made Upon Death: If any of the named executive officers who have received stock options dies, then under our standard award agreements, such death will not trigger an acceleration of the vesting of any stock options. Outstanding vested stock options will be forfeited and deemed cancelled and no longer exercisable on the earlier of the 12 months following death or the expiration date of the option. If any of the named executive officers who have received shares of restricted stock dies, then under our standard award agreements, upon death, all restrictions underlying all unvested shares of restricted stock will lapse and become immediately vested.Company’s Corporate Secretary at Trinity Place Holdings Inc., 717 Fifth Avenue, Suite 1303, New York, New York 10022.
Potential Payments Upon Change in Control: Under our standard equity award agreements, upon a “change in control” the following will occur:
No additional payments or benefits will accrue or be paid upon a change in control.
Marcy Syms and Bernard H. Tenenbaum served as members of the CompensationThe Audit Committee during fiscal 2010. Bernard H. Tenenbaum, Henry M. Chidgey and Thomas E. Zanecchia served as members of the Stock Option Committee throughout fiscal 2010. Marcy Syms is the Chairman of the Board of Directors has established procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls and auditing matters and the Company’s Chief Executive Officer. No memberconfidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. Persons wishing to communicate with the Audit Committee may do so by writing in care of the CompensationChairman, Audit Committee, Trinity Place Holdings Inc., 717 Fifth Avenue, Suite 1303, New York, New York 10022 or Stock Option Committee had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K since the beginning of fiscal 2010.
The Compensation Committee and the Stock Option Committee have reviewed the Compensation Discussion and Analysis and discussed that analysis with management. Based on their review and discussions with management, the committees recommended to our outside legal counsel at Kramer Levin & Frankel LLP, Attn.: Managing Attorney re Trinity Place Holdings Inc., 1177 Avenue of the Americas, New York, New York 10036.
Our Board of Directors that the Compensation Discussion and Analysis be included in the Company’s fiscal 2010 proxy statement.
COMPENSATION AND STOCK OPTION COMMITTEESMarcy SymsBernard H. TenenbaumHenry M. ChidgeyThomas E. ZanecchiaAudit Committee may retain outside advisors and consultants of their choosing at our expense. The Board of Directors need not obtain management’s consent to retain outside advisors.
The Company maintains a code of ethics applicable to the Company’s principal executive officer and senior financial and professional personnel (including the Company’s principal financial officer, principal accounting officer or controller and persons performing similar functions). The Company’s code of ethics is posted on our website atwww.trinityplaceholdings.com under the Financials tab. In the event we have any amendments to or waivers from any provision of our code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting such information on our website.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s directors and executive officers and directors, andall persons who own more than 10% of a registered class of the Company’s equity securities to file initial statementsreports of beneficial ownership (Form 3), and statements of changes in beneficial ownership (Forms 4 and 5), of Common Stock of the Company with the SEC. ExecutiveSecurities and Exchange Commission. The directors, executive officers directors and greater than 10% shareholderscommon stockholders are required to furnish the Company with copies of all suchSection 16(a) forms they file.
To the Company’s knowledge, based Based solely on itsa review of the copies of such forms received by it,the Company and representations from certain reporting persons, the Company believes that during the ten month transition period ended December 31, 2015 all filing requirements applicable to itswere satisfied.
Biographical information regarding each of our executive officers follows. The age of each executive officer is as of the date of the Annual Meeting.
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Name | Age | Business Experience and Other Information | ||
Matthew Messinger President and Chief Executive Officer | 44 | See Election of Directors above. | ||
Steven Kahn Chief Financial Officer | 50 | Mr. Kahn has been the Chief Financial Officer since September 21, 2015. | ||
Qualifications and Skills: Prior to joining the Company, Mr. Kahn served as the Chief Financial Officer and Treasurer of United Realty Trust Incorporated, a public non-traded real estate investment trust, or REIT, from May 2014 to August 2015; and as SVP Director of Financial Reporting and Tax at SL Green Realty Corp (NYSE:SLG), a listed REIT, from 1999 to 2013. Mr. Kahn served as a senior manager at PricewaterhouseCoopers, LLP, specializing in real estate, from January 1998 through November 1999 and in a similar capacity at Deloitte & Touche LLP from September 1989 through January 1998. Mr. Kahn is a Certified Public Accountant. | ||||
Richard G. Pyontek Chief Accounting Officer, Treasurer and Secretary | 48 | Mr. Pyontek has been the Chief Accounting Officer since September 21, 2015. Mr. Pyontek served as Chief Financial Officer of the Company from October 10, 2012 until September 21, 2015. Mr. Pyontek served as Director of Accounting and Reporting for the Company from July 2011 until his election as Chief Financial Officer. | ||
Qualifications and Skills: Before joining Syms Corp., Mr. Pyontek served as Director of Accounting and Reporting at Ashley Stewart, Inc., a women’s clothing retailer, during the time of its bankruptcy filing and turnaround from 2009 to 2011; as Controller at The Vitamin Shoppe, a retailer of health and nutrition supplements, from 2005 to 2008; and as Director of Finance at Party City Corporation, a retailer of party supplies and gifts, from 2003 to 2005. Earlier in his career, Mr. Pyontek held senior accounting and reporting roles at Linens ‘n Things and at KPMG LLP. Mr. Pyontek is a Certified Public Accountant. |
This Compensation Discussion and Analysis provides compensation information for our chief executive officer, our chief financial officer and our chief accounting officer and former chief financial officer for our 10 month transitional period ended December 31, 2015. These individuals, to whom we refer collectively as our “named executive officers” or “NEOs” as determined under the SEC disclosure rules, are:
Effective beginning with the period ended on December 31, 2015, we converted our fiscal year to the calendar 12 months ending December 31. As a result, our fiscal year was shortened from 12 months to a 10 month transition period from March 1, 2015 to December 31, 2015.
Key features of our 2015 executive compensation align the interests of our NEOs with the long-term interests of our stockholders and help reduce the possibility of our NEOs making business decisions that promote short-term or individual compensation results over long-term stockholder value. In particular, our program focuses on the following:
• | Alignment of CEO pay with stockholder value. Most of our CEO’s compensation consists of long-term equity incentives that vest over a period of years and are then settled over an additional period, extending through 2023, which we believe provides a strong incentive to focus on long-term stockholder value creation. Approximately 70% of Mr. Messinger’s compensation for 2015, as set forth in the Summary Compensation Table below (which measures the grant date value of equity awards), was in the form of RSUs. |
• | Management retention. Compensation for executives is designed to assist in management retention by providing time-based vesting for certain long-term equity compensation. |
The Company’s executive compensation is administered by the independent directors and greater than 10% shareholders were met during fiscal 2010; except that Laura McCabe Brandt and Carl Palumbo were each late in filing one reportof the Board of Directors. During the 10-month transition period covered by the accompanying Transition Report on Form 3.10-KT, as well as the prior periods reflected in the transition report, all members of the Board were independent. The delinquent Formsindependent directors are currently being preparedresponsible for filing.determining the compensation of the executives of the Company, including the named executive officers, and for overseeing the Company’s executive compensation and benefits programs. The independent directors take into account a variety of factors including recommendations of the chief executive officer on compensation actions for officers (other than the chief executive officer), the ability and appropriate incentives to create long term stockholder value, contractual commitments, market practices and trends and the regulatory environment.
As part of determining an appropriate compensation package, the independent directors review and consider the risk profile associated with each such package. The independent directors do not set specific targets for compensation levels but instead review each element of compensation independently and determine the appropriate amount for each element for each NEO, as discussed below. Within the framework of the programs approved by independent directors, management provides input to the independent directors on compensation actions for executive officers and key select employees based on their evaluation of individual and Company performance. In connectionmaking decisions regarding the compensation for the named executive officers, the independent directors focus primarily on the executive officer’s individual performance and overall Company performance as well as incentives and retention needs and the overall business environment.
On September 9, 2015, the Board adopted the Trinity Place Holdings Inc. 2015 Stock Incentive Plan (the “2015 Stock Incentive Plan”). The 2015 Stock Incentive Plan authorizes the grants of stock options, stock appreciation rights, shares of restricted stock, restricted stock units and shares of unrestricted stock (collectively, the “Awards”). The 2015 Stock Incentive Plan and the awards thereunder serve as an important element of the total compensation package of certain employees of the Company, providing Awards that are subject to achievement of specified performance goals, in order to retain persons whose efforts are expected to facilitate the long-term growth and profitability of the Company. Prior to the adoption of the 2015 Stock Incentive Plan, the Company granted equity awards on an individually-negotiated basis. As such, most of the equity awards outstanding as of December 31, 2015, including all of Mr. Messinger’s equity awards, which were made pursuant to our employment agreement with him, as amended, were granted prior to the adoption of the 2015 Stock Incentive Plan.
We held our first advisory vote on the compensation of our named executive officers (“say on pay vote”) at our annual meeting of stockholders on August 18, 2015. At that meeting, our stockholders passed a resolution approving the compensation of our named executive officers, with approximately 86.3% of the stockholders entitled to vote and present in person or by proxy at the 2015 annual meeting, voting in favor of the resolution, including the negative effect of abstentions. Overall, the Board of Directors believes that this strong stockholder support is evidence that our executive compensation is appropriately structured and aligned with stockholder interests.
We also held our first advisory vote on the frequency of future say on pay votes at our annual meeting of stockholders on August 18, 2015. In accordance with the preparation and filingrecommendation of the holders of the Company’s common stock, the Board of Directors of the Company has decided to include an advisory stockholder vote on the compensation of the Company’s named executive officers in its proxy materials every three years until the next required advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers, which will occur no later than the Company’s annual meeting of stockholders in 2021.
We believe that the compensation packages of our executive officers, including our named executive officers, provide an appropriate blend of fixed and variable compensation with greater emphasis on long-term incentives.
Compensation of Matthew Messinger, President and Chief Executive Officer
The Company hired and entered into an employment agreement with Mr. Messinger to serve as our Chief Executive Officer and President on October 1, 2013, in conjunction with the initial investment by Third Avenue in the Company. Mr. Messinger was hired with a view toward stabilizing and enhancing the chief executive officer role following the emergence of the Company’s predecessor from bankruptcy proceedings in 2012, and being instrumental in formulating and executing our long-term strategy. Mr. Messinger’s employment agreement was amended on September 11, 2015.
Mr. Messinger’s employment with the Company has been and continues to be critical to our success. Since his hiring, Mr. Messinger led the Company in negotiating favorable resolutions in respect of outstanding claims, culminating in significant savings for the Company and a general unsecured claims satisfaction under the Plan. In addition, under his leadership the Company sold various assets, including the Company’s former headquarters, at prices substantially greater than previously anticipated. Together, these actions have resulted in both the successful repayment of the Company’s claimholders, as well as increased residual value for the Company’s stockholders. Since Mr. Messinger was hired, the price of the Company’s common stock has increased from a volume weighted average price of $3.85 per share during the month of September 2013 to a volume weighted average price of $7.28 per share during the month of April 2016.
Mr. Messinger has been instrumental in the Company’s execution of its principal strategic objectives, including the following during 2015:
The following table lists and describes the purpose of the key elements of Mr. Messinger’s compensation, as provided under the terms of his employment agreement, as amended:
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Element of Pay | Description | Purpose | ||
Base Salary | Fixed cash compensation | To compensate for services rendered during the fiscal year | ||
Discretionary Annual Cash Bonus | Discretionary cash payment based on performance and contribution to the Company | To motivate executive officer to achieve the Company’s annual strategic and financial goals | ||
Long-Term Equity Based Compensation | Performance-based share awards with multi-year vesting periods | To align long-term interests of executive and stockholders to increase the value of the Company and provide appropriate balance of at-risk compensation |
Under the terms of Mr. Messinger’s employment agreement, his base salary was initially $700,000 per year. Effective January 1, 2016, his base salary was increased to $750,000 pursuant to the terms of the amendment to the employment agreement.
Mr. Messinger’s employment agreement provides that the Board may, in its sole discretion, award Mr. Messinger an annual cash bonus, taking into account the performance of the Company and Mr. Messinger during such year. The annual cash bonus is designed to reward Mr. Messinger for the achievement of the Company’s short-term financial and strategic goals while taking into account the risk profile of the Company. Mr. Messinger was awarded a bonus of $500,000 with respect to the period ended December 31, 2015.
A key component of Mr. Messinger’s compensation is long-term equity based compensation in the form of restricted stock units, or RSUs. The long-term equity-based compensation was principally negotiated at the time that we hired Mr. Messinger, with a view toward ensuring the alignment of his interests with those of the
Company’s creditors following the emergence of the Company from bankruptcy, by tying the vesting and settlement of his long-term equity-based compensation to payments made to the Company’s creditors in accordance with the terms of the Plan. This structure also ensured the conservation of the Company’s cash by providing for most of Mr. Messinger’s compensation in the form of long-term equity, as well as aligning Mr. Messinger’s interests with those of the Company’s stockholders by providing him with significant equity ownership in the Company, the value of which is tied to the Company’s success following the repayment of the Company’s creditors in accordance with the terms of the Plan.
Under the terms of his original employment agreement, Mr. Messinger received the following RSU Awards in 2015 and early 2016:
The 2015 amendment to Mr. Messinger’s employment agreement also provides for additional grants of RSUs as follows:
For additional information regarding certain provisions of Mr. Messinger’s equity awards, see “— Potential Payments Upon Termination or Change in Control.”
On September 16, 2015, the Company entered into an employment agreement with Steven Kahn to serve as Chief Financial Officer of the Company, effective as of September 21, 2015. On June 24, 2011, Syms Corp. entered into an offer letter with Richard Pyontek, who has served with the Company and its predecessor since the period prior to the bankruptcy proceedings.
The following table lists and describes the purpose of the key elements of the compensation of Messrs. Kahn and Pyontek’s compensation.
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Element of Pay | Description | Purpose | ||
Base Salary | Fixed cash compensation | To compensate for services rendered during the fiscal year | ||
Discretionary cash bonus | Discretionary cash payment based on performance and contribution to the Company | To motivate executive officers to achieve individual and corporate goals | ||
Restricted stock awards | Discretionary equity awards with multi-year vesting periods; awards are based on performance and contribution to the Company | To align long-term interests of executives and stockholders to increase the value of the Company and provide appropriate balance of at-risk compensation |
For additional information regarding certain provisions of each named executive officer’s employment arrangement, see “— Potential Payments Upon Termination or Change in Control.”
Base salaries for Messrs. Kahn and Pyontek are designed to compensate each executive for the experience, education, personal qualities and other qualifications of the executive that are essential to the specific role the executive serves within our Company, while remaining competitive in the labor market.
The independent directors, with the assistance of Mr. Messinger, generally review salaries in the early part of each year and, if appropriate adjusts them to reflect changes in considerations and to remain competitive in the labor market.
Under the terms of his employment agreement, Mr. Kahn receives an initial annual base salary of $290,000. Mr. Pyontek receives an annual base salary of $164,000.
Discretionary cash bonuses for executive officers are designed to attract and retain officer talent. Our named executive officers other than the CEO are eligible to receive annual discretionary cash bonuses as determined by the independent directors. The determination of the amounts of such discretionary bonuses is based on the past, present and expected future contributions of such individual to the overall success of the Company. Factors considered in evaluating those contributions include, among other things: overall individual performance, overall organizational performance, individual contribution to organizational performance, successful completion of projects or initiatives and level of individual responsibilities.
In accordance with his employment agreement, Mr. Kahn received a pro-rated cash bonus of $25,000 for 2015, based on his September 2015 employment commencement date, which was paid in 2016. Mr. Pyontek received a cash bonus for his performance and contributions to the Company in 2015 in the amount of $53,333, which was paid in 2016.
The Company believes that restricted stock awards reward the achievement of long-term goals, align the interest of executives with those of stockholders, foster employee stock ownership and promote stability among our executives. Restricted stock awards granted on or after September 9, 2015 are granted pursuant to the terms of the 2015 Stock Incentive Plan. These awards generally vest in two equal annual installments, starting on the first anniversary of the grant date, subject to the applicable executive’s continued employment through such dates.
On March 20, 2014, the Company entered into an RSU agreement with Mr. Pyontek, effective as of January 6, 2014, pursuant to which Mr. Pyontek was granted an award of 12,500 RSUs, with one-half of the RSUs vesting on each of January 6, 2015 and January 6, 2016, subject to Mr. Pyontek’s continued employment on the applicable vesting dates.
In accordance with his employment agreement, Mr. Kahn was granted an award of 30,000 RSUs, with one-third of the RSUs vesting on each of September 21, 2016, September 21, 2017 and September 21, 2018, subject to Mr. Kahn’s continued employment on the applicable vesting dates.
For additional information regarding certain provision the named executive officers’ equity awards, see “— Potential Payments Upon Termination or Change in Control.”
The Company provides limited perquisites. Our named executive officers as well as all of our full-time employees are eligible to participate in our 401(k) retirement plan under which we provide a matching feature.
The independent directors take into consideration the requirements for a public company in order to maintain tax deductibility of certain compensation under Section 162(m) of the Internal Revenue Code. It is possible, however, that awards intended to qualify for such tax deduction may not do so. Moreover, the independent directors may, in certain circumstances, approve compensation arrangements that include compensation which is not tax deductible.
The following report of the independent directors of the Board of Directors acting as a compensation committee does not constitute soliciting material and should not and will not be deemed filed or incorporated by reference into any other Company filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates this report by reference therein.
The independent directors of the Board of Directors acting as a compensation committee have reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, hereby authorize the inclusion of the Compensation Discussion and Analysis in this Proxy Statement.
Alexander C. Matina, Chairman
Alan Cohen
Joanne Minieri
Keith Pattiz
Marina Shevyrtalova
The following table and footnotes set forth information for the ten month transition period from March 1, 2015 to December 31, 2015 (fiscal year 2015) and the fiscal years ended February 28, 2015 (fiscal year 2014), March 1, 2014 (fiscal year 2013) and March 2, 2013 (fiscal year 2012) concerning the compensation of (i) each person who served as our principal executive officer during the fiscal year ended February 26, 2011:December 31, 2015 and (ii) the only other executive officer of the Company, other than the principal executive officer, who received compensation in excess of $100,000 during the fiscal year ended December 31, 2015 (collectively referred to as the “named executive officers”).
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Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Award | All Other Compensation | Total | ||||||||||||||||||
Matthew Messinger President and Chief Executive Officer | 2015 | $ | 592,308 | (15) | $ | 500,000 | (15) | $ | 2,559,820 | (1) | $ | 10,598 | (4) | $ | 3,662,726 | |||||||||
2014 | $ | 700,000 | $ | 250,000 | $ | 7,787,196 | (2) | $ | 14,067 | (5) | $ | 8,751,263 | ||||||||||||
2013 | (6) | $ | 296,154 | $ | — | $ | 1,250,000 | (3) | $ | 14,500 | (7) | $ | 1,560,654 | |||||||||||
Steven Kahn Chief Financial Officer | 2015 | (8) | $ | 78,077 | (9) | $ | 25,000 | (9) | $ | 201,000 | (1) | $ | 5,159 | (10) | $ | 309,236 | ||||||||
Richard Pyontek Chief Accounting Officer, Treasurer and Secretary(11) | 2015 | $ | 138,769 | (15) | $ | 53,333 | (15) | $ | — | $ | 7,790 | (12) | $ | 199,892 | ||||||||||
2014 | $ | 160,615 | $ | 53,333 | $ | — | $ | 9,808 | (13) | $ | 223,756 | |||||||||||||
2013 | $ | 160,000 | $ | 53,333 | $ | 84,375 | (3) | $ | — | $ | 297,708 | |||||||||||||
2012 | $ | 160,000 | $ | 67,500 | (14) | $ | — | $ | — | $ | 227,500 |
(1) | The amount reflected in the table represents the aggregate grant date fair value of stock awards granted and calculated in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions refer to Note 12, “Stock-Based Compensation” of the Company’s financial statements in the Transition Report on Form 10-KT for the ten months ended December 31, 2015. |
(2) | The amount reflected in the table represents the aggregate grant date fair value of stock awards granted and calculated in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions refer to Note 12, “Stock-Based Compensation” of the Company’s financial statements in the Annual Report on Form 10-K for the year ended February 28, 2015. |
(3) | The amount reflected in the table represents the aggregate grant date fair value of stock awards granted and calculated in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions refer to Note 8, “Stock-Based Compensation” of the Company’s financial statements in the Annual Report on Form 10-K for the year ended March 1, 2014. |
(4) | The amount shown includes $2,036 for life insurance premiums and $8,562 for 401(k) plan matching contributions. |
(5) | The amount shown includes $2,036 for life insurance premiums and $12,031 for 401(k) plan matching contributions. |
(6) | Mr. Messinger's employment with the Company commenced on October 1, 2013. |
(7) | Represents amounts reimbursed to Mr. Messinger for legal services regarding his employment contract. |
(8) | Mr. Kahn's employment with the Company commenced on September 21, 2015. |
(9) | Represents Mr. Kahn's pro-rated annual salary based on an annual salary of $290,000 and a pro-tated bonus based on his start date of September 21, 2015. |
(10) | The amount shown includes $474 for life insurance premiums and $4,685 for 401(k) plan matching contributions. |
(11) | As of September 21, 2015, Richard Pyontek ceased to serve as Chief Financial Officer of the Company. Mr. Pyontek continues to serve as Chief Accounting Officer of the Company. |
(12) | The amount shown includes $2,491 for life insurance premiums and $5,299 for 401(k) plan matching contributions. |
(13) | The amount shown includes $2,399 for life insurance premiums and $7,409 for 401(k) plan matching contributions. |
(14) | The amount shown represents a bonus paid of $67,500 in fiscal 2012 under the Company's Key Employee Incentive Plan (“KEIP”), which was adopted to encourage certain executives to stay at Syms Corp. during its bankruptcy proceedings. |
(15) | Pro-rated for the ten-month transition period. |
The following table sets forth information concerning grants of plan-based awards made to our named executive officers during the ten months ended December 31, 2015.
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Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Award | |||||||||
Matthew Messinger | 3/31/2015 | 363,095 | $ | 2,559,820 | (1) | |||||||
Steven Kahn | 9/21/2015 | 30,000 | $ | 201,000 | (2) | |||||||
Richard Pyontek | — | $ | — |
(1) | The grant date fair value for RSUs is measured based on the closing price of our common stock on the date of grant. The closing price of our common stock on March 31, 2015 as quoted by the OTCBB was $7.05. |
(2) | The closing price of our common stock on September 21, 2015 as quoted by the OTCBB was $6.70. |
The following table sets forth certain information relating to outstanding equity awards for each named executive officer outstanding as of December 31, 2015.
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Named Executive Officer | Number of Units of Stock that have not Vested | Market Value of Units of Stock that have not Vested ($)(4) | ||||||
Matthew Messinger | 1,164,681 | (1) | $ | 7,139,495 | ||||
Steven Kahn | 30,000 | (2) | $ | 183,900 | ||||
Richard Pyontek | 6,250 | (3) | $ | 38,313 |
(1) | Pursuant to his employment agreement, Mr. Messinger has received five grants of restricted stock units (the “RSU Awards”). See “Executive Compensation — Compensation of Matthew Messinger, President and Chief Executive Officer.” Each grant vests over three years. The vesting and settlement dates of Mr. Messinger’s RSU Awards are as follows, subject to the terms of his employment agreement: |
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Vesting Date | Number of RSUs | Settlement Date | ||
March 31, 2016 | 400,794 | 317,460 RSUs within 30 days of vesting | ||
41,667 RSUs two years after vesting | ||||
41,667 RSUs seven years after vesting | ||||
December 31, 2016 | 121,032 | 79,365 RSUs within 30 days of vesting | ||
41,667 RSUs seven years after vesting | ||||
March 31, 2017 | 400,793 | 317,460 RSUs within 30 days of vesting | ||
83,333 RSUs two years after vesting | ||||
December 31, 2017 | 121,031 | 79,365 RSUs within 30 days of vesting | ||
41,666 RSUs two years after vesting | ||||
March 31, 2018 | 121,031 | 79,365 RSUs within 30 days of vesting | ||
41,666 RSUs two years after vesting |
(2) | Granted pursuant to an RSU agreement dated as of September 21, 2015. The RSUs vest in 10,000 share increments on September 21, 2016, September 21, 2017 and September 21, 2018, subject to the terms of the RSU agreement. |
(3) | Granted pursuant to an RSU agreement dated as of March 20, 2014, effective as of January 6, 2014. The RSUs vested on January 6, 2016, pursuant to the terms of the RSU agreement. |
(4) | Calculated based on $6.13 per share, which was the closing market price per share of the Company’s Common Stock as reported on the NYSE MKT on December 31, 2015. |
The following table shows information regarding stock awards that vested during the ten months ended December 31, 2015.
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Named Executive Officer | Stock Awards | Value Realized on Vesting ($) | ||||||
Number of Shares Acquired on Vesting (#) | ||||||||
Matthew Messinger | 400,794 | $ | 2,714,248 | |||||
Steven Kahn | — | $ | — | |||||
Richard Pyontek | — | $ | — |
In the event Mr. Messinger’s employment is terminated by the Company other than for cause, death or disability or if Mr. Messinger terminates his employment for good reason (as such terms are defined in the employment agreement), subject to his execution of a release of claims, he would be entitled to the following: (i) a lump sum payment equal to (1) the Audit Committee reviewednumber of full twelve month periods Mr. Messinger was employed multiplied by (2) the sum of (i) six months base salary and discussed(ii) 50% of the audited financial statements withaverage bonus paid to Mr. Messinger for the three calendar years (or lesser number of years Mr. Messinger was employed as of the date of termination), subject to a minimum and a maximum amount of $350,000 and $2,800,000, respectively, (ii) acceleration of vesting of any unvested RSU Award and any other equity awards that have been granted as of the date of termination, (iii) to the extent Mr. Messinger has not been granted all the RSU Awards provided for in the amended employment agreement, the grant and immediate vesting of RSU Awards covering 30,000 shares, and (iv) payment of an amount equal to the monthly premium for COBRA continuation coverage under the Company’s management;health, dental and vision plans for eighteen (18) months. If such termination of employment occurs within 60 days prior to or within 12 months following a change of control (as that term is defined in the employment agreement), Mr. Messinger will also be entitled to the grant and immediate vesting of any RSU Awards that have not been granted as of the date of termination.
(2)In the Audit Committee discussedevent that Mr. Messinger’s employment terminates due to his death or disability, the portion of any outstanding RSU Awards that would have vested during the 24-month period immediately following the termination of employment, will become vested as of the date of termination of employment.
The following describes the estimated amounts Mr. Messinger would have received if the termination event specified had occurred at December 31, 2015.
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Voluntary Resignation or Termination for Cause or Without Good Reason | Termination Without Cause or for Good Reason | Termination Without Cause or for Good Reason (w/Change in Control) | Termination Due to Death or Disability | |||||||||||||
Cash Payments | ||||||||||||||||
Severance Bonus Amount | $ | — | $ | 1,450,000 | $ | 1,450,000 | $ | — | ||||||||
Bonus for Year of Termination | — | 500,000 | 500,000 | 500,000 | ||||||||||||
Total Cash Payments | $ | — | $ | 1,950,000 | $ | 1,950,000 | $ | 500,000 | ||||||||
Benefits & Perquisites | ||||||||||||||||
Health and Welfare Benefits | $ | — | $ | 52,728 | $ | 52,728 | $ | 52,728 | ||||||||
Total Benefits & Perquisites | $ | — | $ | 52,728 | $ | 52,728 | $ | 52,728 | ||||||||
Long-Term Incentive Compensation | ||||||||||||||||
Value of Accelerated RSUs(A) | $ | 13,407,652 | $ | 14,143,252 | $ | 9,961,465 | ||||||||||
Total Value of Accelerated Equity Awards | $ | — | $ | 13,407,652 | $ | 14,143,252 | $ | 9,961,465 | ||||||||
Total Value of Payments and Benefits | $ | — | $ | 15,410,380 | $ | 16,145,980 | $ | 10,514,193 |
(A) | Calculated based on $6.13 per share, which was the closing market price per share of the Company’s Common Stock as reported on the NYSE MKT on December 31, 2015. |
In the event Mr. Kahn’s employment is terminated by the Company without cause (as defined in the employment agreement), the portion of the RSUs that would have vested on the vesting date immediately following such termination shall vest. In the event Mr. Kahn’s employment is terminated by the Company without cause within six months following a change of control of the Company (as defined in the RSU agreement), all of the unvested RSUs will immediately vest. If Mr. Kahn’s employment is terminated by the Company without cause (as reasonably determined by the Company), the Company will pay Mr. Kahn a minimum severance amount equal to the product of his weekly salary multiplied by 12.
The following describes the estimated amounts Mr. Kahn would have received if the termination event specified had occurred at December 31, 2015.
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Voluntary Resignation of Termination for Cause or Without Good Reason | Termination Without Cause or for Good Reason | Termination Without Cause or for Good Reason (w/Change in Control) | Termination Due to Death or Disability | |||||||||||||
Cash Payments | ||||||||||||||||
Severance Bonus Amount | $ | — | $ | 66,923 | $ | 66,923 | $ | — | ||||||||
Pro Rata Bonus for Year of Termination | — | — | — | — | ||||||||||||
Total Cash Payments | $ | — | $ | 66,923 | $ | 66,923 | $ | — | ||||||||
Benefits & Perquisites | ||||||||||||||||
Health and Welfare Benefits | $ | — | $ | — | $ | — | $ | — | ||||||||
Total Benefits & Perquisites | $ | — | $ | — | $ | — | $ | — | ||||||||
Long-Term Incentive Compensation | ||||||||||||||||
Value of Accelerated RSUs(A) | $ | — | $ | 61,300 | $ | 183,900 | $ | — | ||||||||
Total Value of Accelerated Equity Awards | $ | — | $ | 61,300 | $ | 183,900 | $ | — | ||||||||
Total Value of Payments and Benefits | $ | — | $ | 128,223 | $ | 250,823 | $ | — |
(A) | Calculated based on $6.13 per share, which was the closing market price per share of the Company’s Common Stock as reported on the NYSE MKT on December 31, 2015. |
In the event Mr. Pyontek’s employment is terminated by the Company without cause (as defined in the RSU agreement), all of his unvested RSUs will vest immediately. In accordance with his offer letter, Mr. Pyontek is entitled to severance equal to three months base salary should his employment be terminated without cause due to the sale of the Company.
The following describes the estimated amounts Mr. Pyontek would have received if the termination event specified had occurred at December 31, 2015.
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Termination for Cause or Without Good Reason | Termination Without Cause or for Good Reason | Termination Without Cause (w/Sale of the Company) | Termination Due to Death or Disability | |||||||||||||
Cash Payments | ||||||||||||||||
Severance Bonus Amount | $ | — | $ | — | $ | 41,000 | — | |||||||||
Bonus for Year of Termination | — | 53,333 | 53,333 | — | ||||||||||||
Total Cash Payments | $ | — | $ | 53,333 | $ | 94,333 | $ | — | ||||||||
Benefits & Perquisites | ||||||||||||||||
Health and Welfare Benefits | $ | — | $ | — | $ | — | $ | — | ||||||||
Total Benefits & Perquisites | $ | — | $ | — | $ | — | $ | — | ||||||||
Long-Term Incentive Compensation | ||||||||||||||||
Value of Accelerated RSUs(A) | $ | — | $ | 38,313 | $ | 38,313 | $ | — | ||||||||
Total Value of Accelerated Equity Awards | $ | — | $ | 38,313 | $ | 38,313 | $ | — | ||||||||
Total Value of Payments and Benefits | $ | — | $ | 91,646 | $ | 132,646 | $ | — |
(A) | Calculated based on $6.13 per share, which was the closing market price per share of the Company’s Common Stock as reported on the NYSE MKT on December 31, 2015. |
The following tables set forth certain information regarding the beneficial ownership of the Company’s independent auditorsvoting securities as of April 25, 2016 of (i) each person known to the matters requiredCompany to be discussed by Statementbeneficially own more than 5% of Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board, or PCAOB, in Rule 3200T;
(3) the Audit Committee received the written disclosures and the letter from the Company’s independent accountant required by applicable requirementsvoting securities, (ii) each director of the Public Company, Accounting Oversight Board regarding(iii) each named executive officer and (iv) all directors and executive officers of the independent accountants’ communications withCompany as a group. The column entitled “Percent of Class” shows the Audit Committee concerning independence, and discussed withpercentage of the applicable class of voting securities beneficially owned by each listed party. To the Company’s independent accountants the independent accountants’ independence;knowledge, each person has sole investment and
(4) based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included voting power, except where indicated otherwise. Except as set forth in the 2010 Annual Report on Form 10-K.table below, no director or executive officer of the Company personally owns any shares of the Company’s voting securities.
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Name and Address of Beneficial Owner(1) | Number of Shares of Common Stock Beneficially Owned | Percent of Class(2) | ||||||
Executive Officers and Directors | ||||||||
Matthew Messinger | 450,211 | 1.8 | % | |||||
Steven Kahn | 0 | * | ||||||
Richard Pyontek | 8,914 | * | ||||||
Joanne M. Minieri | 75,000 | * | ||||||
Keith Pattiz | 3,200 | * | ||||||
All Executive Officers and Directors as a Group (8 Persons) | 537,325 | 2.1 | % | |||||
Greater than 5% Stockholders | ||||||||
Marcato Capital Management, LLC One Montgomery Street, Suite 3250 San Francisco, CA 94104 | 4,723,471 | (3) | 18.5 | % | ||||
Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund 622 Third Avenue New York, NY 10017 | 4,206,285 | (4) | 16.5 | % | ||||
MFP Partners, L.P. 667 Madison Avenue, 25th Floor New York, New York 10065 | 2,920,577 | (5) | 11.5 | % | ||||
DS Fund I LLC 1001 Brickell Bay Dr., Suite 3102A Miami, FL 33131 | 2,881,504 | (6) | 11.3 | % | ||||
Franklin Resources, Inc. One Parker Plaza, Ninth Floor Fort Lee, NJ 07024 | 1,498,034 | (7) | 5.9 | % |
* | Represents less than 1% of the shares outstanding. |
(1) | The business address of the individuals named in this table is c/o Trinity Place Holdings Inc., 717 Fifth Avenue, Suite 1303, New York, New York 10022. |
(2) | As of April 25, 2016, a total of 25,477,422 shares of Common Stock were outstanding. |
(3) | All information regarding Marcato Capital Management, LLC (“Marcato”) is based on information disclosed in a Statement on Schedule 13D/A filed with the Securities and Exchange Commission on November 19, 2012. Marcato is an investment adviser that serves as general partner of Marcato, L.P. and Marcato II, L.P., and as investment manager of Marcato International Master Fund, Ltd. Richard McGuire III is the managing member of Marcato Capital Management, LLC. |
(4) | All information regarding Third Avenue is based on information disclosed in a Statement on Schedule 13D filed with the Securities and Exchange Commission on October 11, 2013. Third Avenue is an affiliate of M.J. Whitman LLC, a registered broker-dealer. Third Avenue Management LLC is a registered investment advisor that acts as an adviser to clients including Third Avenue, an investment company registered under the Investment Company Act of 1940, with respect to which it acts as direct adviser. Third Avenue Management LLC has sole voting and dispositive power over all of the shares. Joanne M. Minieri, a director of the Company, was appointed by Third Avenue. |
(5) | All information regarding MFP Partners, LP (“MFP”) is based on information disclosed in a Statement on Schedule 13D/A filed with the Securities and Exchange Commission on December 11, 2015. MFP Investors LLC is the general partner of MFP. Michael F. Price is the managing partner of MFP and the managing member and controlling person of MFP Investors LLC. Alexander C. Matina, a director of the Company, is Vice President of Investments of MFP Investors LLC. |
(6) | All information regarding DS Fund I LLC (“DS Fund”) is based on information disclosed in a Statement on Schedule 13D/A filed with the Securities and Exchange Commission on September 24, 2012 and a Form 4 filed on December 8, 2015. DS Fund is an investment entity. DS Fund is ultimately owned by Bharat Desai and Neerja Sethi through an intervening limited liability company, DS Investco LLC. Marina Shevyrtalova, a director of the Company, is the Portfolio Manager and a member of the Investment Committee at DS Advisors, LLC, a related entity. |
(7) | All information regarding Franklin Resources, Inc. (“Franklin”) is based on information disclosed in a Statement on Schedule 13G/A filed with the Securities and Exchange Commission on February 10, 2016. These securities are beneficially owned by one or more open- or closed-end investment companies or other managed accounts that are investment management clients of Franklin. Charles Johnson and Rupert Johnson are the principal shareholders of Franklin but each disclaims beneficial ownership of the securities listed above |
The following table sets forth as of April 25, 2016, the name and address of the holder of the one share of the Company’s Special Stock.
AUDIT COMMITTEEBernard H. Tenenbaum,ChairmanHenry M. ChidgeyThomas E. Zanecchia
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Title of Class | Beneficial Owner | Number of Shares of Special Stock Beneficially Owned | Percent of Class | |||
Special Stock | Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund 622 Third Avenue New York, NY 10017 | 1 | 100% |
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) enacted to law during July 2010 requires that U.S. public companies provide shareholders a non-binding advisory vote on the compensation of the Company’s named executive officers, otherwise known as a “say-on-pay” vote.
The Board of Directors is asking you to approve our compensation structure for our named executive officers, as described in this proxy statement. Appropriate executive compensation enables the Company to attract, retain and motivate the highest caliber of executives by offering competitive compensation and rewarding superior performance. We believe that the Company’s compensation structure is strongly aligned with the long term interest of our shareholders.
The Board of Directors recommends that the shareholders vote FOR ratification of the following resolution, which will be presented at the 2011 Annual Meeting:
“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation structure for our named executive officers, as disclosed in the Company’s Proxy Statement for the 2011 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”
As an advisory vote, the result is non-binding on the Company and the Board of Directors. However, the Board of Directors and the Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions for our executive officers.
The affirmative vote of a majority of the shares of stock represented at the 2011 Annual Meeting, in person or by proxy, and entitled to vote on the proposal, is required for approval of this advisory proposal. Accordingly, broker non-votes will have no effect on this proposal and abstentions will have the same effect as votes against this proposal.
Per the terms of the Act, shareholders are entitled to cast a non-binding advisory vote to determine how frequently they should consider and cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers. Shareholders have the option to vote for a say-on-pay vote every one, two or three years. A shareholder may also abstain from voting on this proposal. The Board of Directors believes that it is in the best interest of the Company for the Company’s shareholders to cast a non-binding advisory vote on executive compensation every year.
The proxy card provides shareholders with the opportunity to choose among four voting options: holding the non-binding advisory vote every one, two or three years or abstaining. Therefore, shareholders will not be voting directly to approve or disprove the Board of Directors’ recommendation.
The Board of Directors recommends that the shareholders vote FOR ratification of the following resolution, which will be presented at the 2011 Annual Meeting:
“RESOLVED, that the Company’s shareholders advise the Company to include a non-binding advisory vote on the compensation of the Company’s named executive officers every year.”
As an advisory vote, the result is non-binding on the Company and the Board of Directors. However, the Board of Directors and the Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions for our executive officers.
The choice of one year, two years or three years receiving the most votes cast will be considered the selection preferred by shareholders. Abstentions and broker non-votes will have no effect on the outcome of the vote.
The Audit Committee of our Board of Directors has selectedappointed the firm of BDO USA, LLP (“BDO”) as theour independent registered public accounting firm for the Companyyear ending December 31, 2016, subject to ratification by our stockholders at the Annual Meeting. Should BDO USA, LLP be unable to perform these services for any reason, the Audit Committee will appoint another independent registered public accounting firm to perform these services. Representatives of the firm of BDO USA, LLP, our independent registered public accounting firm for the fiscal year ending February 25, 2012 and recommends that shareholders approve such appointment. The affirmative vote of a majority of the votes cast at the meeting is necessary for the approval of auditors.
BDO has audited the financial statements of the Company for more than the past five years. A representative of BDO isten months ended December 31, 2015, are expected to be present at the meeting andAnnual Meeting. They will have anthe opportunity to make a statement if he or she desiresthey desire to do so, and will be available to respond to appropriate questions from shareholders.stockholders, if any.
The following is a summary of the fees billed to us by BDO USA, LLP for professional services rendered by BDO which were billed to us for the past two fiscal years:2015 and fiscal 2014:
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Fiscal year ended | ||||||||
Fee category | February 26, 2011 | February 27, 2010 | ||||||
Audit fees | $ | 534,500 | $ | 629,000 | ||||
Audit-related fees | 48,000 | 205,000 | ||||||
Total fees | $ | 582,500 | $ | 834,000 |
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Fiscal Year Ended | ||||||||
Fees Category | December 31, 2015 | February 28, 2015 | ||||||
Audit Fee | $ | 180,000 | $ | 252,500 | ||||
Audit Related Fees | $ | 32,990 | $ | 13,014 | ||||
Tax | $ | 23,000 | $ | 23,000 | ||||
Total Fees | $ | 235,990 | $ | 288,514 |
Audit
Fees: AuditFees
BDO USA, LLP billed aggregate fees represent feesof approximately $180,000 for professional services performed by BDOrendered for the audit of our annualthe Company’s financial statements for the ten months ended December 31, 2015, the audit of internal controls and the reviewreviews of our quarterlythe financial statements as well asincluded in the Company’s Forms 10-Q during this period. BDO USA, LLP billed aggregate fees of approximately $252,500 for professional services that are normally providedrendered for the audit of the Company’s fiscal 2014 financial statements, the audit of internal controls and the reviews of the financial statements included in connection with statutory and regulatory filings or engagements.the Company’s Forms 10-Q for fiscal 2014.
Audit Related Fees:“Audit-related fees” include fees represent feesbilled for assurance and related services performed by BDO that are reasonably related to the performance of the audit or review of our financial statements. Theseand not included in the “audit fees” mentioned above. BDO USA, LLP billed approximately $32,990 and $13,014 for audit-related fees were for employee benefit related services in each of the past two fiscal years.2015 and 2014, respectively. The fees for the fiscal yearten months ended February 27, 2010 also include servicesDecember 31, 2015 related to amendments to the Company’s Registration Statement on Form S-3 filing related to the acquisition of Filene’s Basement assets.
Pre-approval Policies and Procedures: The Audit Committee Charter adopted by the Board of DirectorsThird Avenue purchase of the Company requires that, among other things,Company’s common stock, the Audit Committee must pre-approve all auditRegistration Statement on Form S-8 filing related to the Trinity Place Holdings Inc. 2015 Stock Incentive Plan, the Registration Statement on Form S-3 related to the Company’s common stock rights offering and permissible non-audit services rendered byconsultation related to Code Section 382. The fees for fiscal 2014 relate to the independent registered accounting firm. These services may include audit services, audit-related services, tax services and other services, including services relatingCompany’s updated Registration Statement on Form S-1 filing related to compliance with Section 404the Third Avenue purchase of the Sarbanes-Oxley Act of 2002. The independent registered public accounting firmCompany’s common stock.
BDO USA, LLP billed approximately $23,000 and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm$23,000 in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. All services provided during the past twoten months ended December 31, 2015 and fiscal years were pre-approved by2014, respectively, for tax compliance, tax advice and tax planning.
The “audit fees,” “audit-related fees,” and “tax fees” mentioned above are the Audit Committee.
The Company and the Audit Committee have considered whether other non-audit servicesonly fees billed by BDO are compatible with maintainingUSA, LLP during the independence of BDO in its audit of the Company.
For purposes of determining whether to select BDO as the independent registered public accounting firm to perform the audit of our financial statementsten months ended December 31, 2015 and our internal control over financial reporting for fiscal 2011, the Audit Committee conducted a thorough review of BDO’s performance. The committee considered:year 2014.
In the course of assisting the audit committee in its review, Company representatives interviewed management of BDO with respectPursuant to certain of the matters listed above. BDO was our independent auditor for the year ended February 26, 2011. The firm is a registered public accounting firm.
Although ratification is not required by our Bylaws or otherwise, the Board considers the selection of the independent registered accounting firm to be an important matter of shareholder concern and is submitting the selection of BDO USA, LLP to our shareholders for ratification as a matter of good corporate practice.
The Board of Directors recommends that the shareholders vote FOR ratification of the appointment of BDO USA, LLP.
The Board of Directors does not know of any matters to be brought before the 2011 Annual Meeting, except those set forth in the notice thereof. If other business is properly presented for consideration at the 2011 Annual Meeting, the persons named in the accompanying form of proxy intend to vote the proxies therein in accordance with their best judgment on such matters.
Nominations to Board of Directors: Any shareholder who wants to nominate a candidate for election to the Board of Directors must deliver timely notice to our Corporate Secretary at our principal executive offices, located at One Syms Way, Secaucus, New Jersey 07094. In order to be timely, the notice must be delivered:
Accordingly, any person who desires to nominate a candidate for director at our 2012 annual meeting must provide the information required not later than April 7, 2012. The shareholder’s notice to the Corporate Secretary must set forth:
The notice deliveredOur Board knows of no other matters that may be properly presented for consideration by the shareholder must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. The shareholder must be a shareholder of record on the date on which the shareholder gives the notice described above and on the record date for the determination of shareholders entitled to votestockholders at the meeting.
Other proposals: In order to bringAnnual Meeting. If any other business before an annual meeting, a shareholder must give timely notice of such proposal in writing to the Corporate Secretary at the Corporation’s principal executive offices located at One Syms Way, Secaucus, New Jersey 07094 and such business must otherwise be a proper matter for shareholder action. To be timely, a shareholder’s notice must be delivered to such address not less than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that an annual meeting was not conducted during the immediately preceding calendar year, or in the event that the Board of Directors sets as a date for the annual meeting a date which is not within 30 days before or after such anniversary date, notice by the shareholder (in order to be timely) must be so delivered within a reasonable time prior to the date on which the Corporation begins to print its proxy solicitation materials. Such shareholder’s notice must set forth a brief description of the business desired to be broughtmatters do properly come before the meeting, however, the reasons for conducting such business at the meeting and any material interest in such business that such shareholder may have and the beneficial owner, if any, on whose behalf the proposal is made. Accordingly, any person who desires to make any other proposal at our 2012 annual meeting must provide the information required not later than April 7, 2012.
In accordance with SEC rules, the proxy holders namedpersons appointed in the form ofaccompanying proxy providedintend to vote the shares represented by the Board of Directors will be entitled to use their discretionary voting authority with respect to any shareholder proposal raised at the 2012 annual meeting which is not presented to the Company on or before April 7, 2012,such proxy in accordance with the standards set forth above.their best judgment.
If a shareholder intendsIn addition to present a proposal at our 2012 annual meeting of shareholders and desires to have that proposal included in the proxy statement and formproxy card, a copy of proxy relatingthe Company’s 2015 Transition Report for the ten months ended December 31, 2015 is enclosed. The Transition Report on Form 10-KT for the ten months ended December 31, 2015, which includes our audited consolidated financial statements, is being furnished to that meeting,you without the proposal mustexhibits thereto. You can write to our Corporate Secretary at 717 Fifth Avenue, Suite 1303, New York, New York 10022, or telephone us at (212) 235-2190 for additional copies of our Transition Report on Form 10-KT for the ten months ended December 31, 2015 without charge. Upon your request, we will provide you with a copy of the exhibits. You may be received by the Company atresponsible for our principal executive offices not later than April 7, 2012,reasonable expenses in furnishing such exhibits. You can also access our Annual Reports on Form 10-K and must complyother periodic filings we make with the requirements ofSecurities and Exchange Commission from the SEC rules.EDGAR database atwww.sec.gov.
The SECSecurities and Exchange Commission has adopted rules that permit companies and intermediaries such as brokers to satisfy proxy material delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,”“householding”, potentially provides extra convenience for stockholders and reduces printing and postage costscost savings for companies.
The Company We and some brokers utilize the householding process forhousehold proxy materials. In accordance with a notice sent to certain stockholders who sharematerials, delivering a single address, only one copy of this proxy statement is being sentor annual report to thatmultiple stockholders sharing an address, unless we received contrary instructions have been received from any stockholder atthe affected stockholders. Once you have received notice from your broker or us that address. Stockholders who participate inthey or we will be householding will continuematerials to receive separate proxy cards. Householdingyour address, householding will continue until you are notified otherwise or until one or more stockholders atyou revoke your address revokes consent. If, at any time, you revoke consent, you will be removed from theno longer wish to participate in householding program within 30 days of receipt of the revocation. If you hold your Syms Corp stock in “street name,” additional information regarding householding of proxy materials should be forwarded to you by your broker.
However, if you wishand would prefer to receive a separate copy of this proxy statement or would like to receive separate proxy statements and annual reports of Syms Corp in the future, or if you are receiving multiple copies of annual reports and proxy statements at an address shared with another stockholder and would like to participate in householding,report, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to the Corporate Secretary of the Company at One Syms Way, Secaucus,Trinity Place Holdings Inc., 717 Fifth Avenue, Suite 1303, New Jersey 07094,York, New York 10022 or by calling (212) 235-2190. You may also notify us to request delivery of a single copy of our annual report or proxy statement if you currently share an address with another stockholder and are receiving multiple copies of our annual report or proxy statement.
Pursuant to Rule 14a-8 under the Exchange Act, if a stockholder wants to submit a proposal for inclusion in our proxy materials at the Company’s 2017 annual meeting of stockholders, it must be received at our principal executive offices, 717 Fifth Avenue, Suite 1303, New York, New York 10022, Attention: Corporate Secretary, not later than January 5, 2017. In order to avoid controversy, stockholders should submit proposals by means (including electronic) that permit them to prove the date of delivery.
If a stockholder intends to present a proposal for consideration at (201) 902-9600.the next annual meeting outside of the processes of Rule 14a-8 under the Exchange Act, we must receive notice of such proposal at the address given above by March 21, 2017, or such notice will be considered untimely under Rule 14a-4(c)(1) under the Exchange Act, and therefore our proxies will have discretionary voting authority with respect to such proposal, if presented at the annual meeting, without including information regarding such proposal in our proxy materials.
The Company’s Annual Reportdeadlines described above are calculated by reference to the mailing date of the proxy materials for this year’s annual meeting. If the Board changes the date of next year’s annual meeting by more than 30 days, the Board will, in a timely manner, inform stockholders of such change and the effect of such change on the deadlines given above by including a notice in our annual report on Form 10-K, for the fiscal year ended February 26, 2011 (fiscal 2010), including financial statements, is being mailed to shareholders of the Company with this Proxy Statement. The Annual Report does not constitute a part of the Proxy Solicitation materials. Shareholders may, without charge, obtain copies, excluding certain exhibits, of the Company’s Annual Reportour quarterly reports on Form 10-K filed with10-Q, a current report on Form 8-K or by any other means reasonably calculated to inform the SEC. Requests for this Report should be addressed to Investor Relations, Syms Corp, One Syms Way, Secaucus, New Jersey 07094. Your cooperation in giving this matter your immediate attention and returning your proxies will be appreciated.
By Order of the Board of DirectorsLaura McCabe BrandtVice President, General Counsel and Corporate SecretaryJune 24, 2011stockholders.