SECURITIES AND EXCHANGE COMMISSION
Proxy Statement Pursuant to Section 14(a) of the Securities
Filed by a Party other than the Registrant¨o Check the appropriate box:
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o | Preliminary Proxy Statement |
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o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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o | Definitive Additional Materials |
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o | Soliciting Material Pursuant to §240.14a-12 |
Weingarten Realty Investors
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check appropriate box):
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o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| (1) | Title of each class of securities to which transaction applies: |
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| (2) | Aggregate number of securities to which transaction applies: |
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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| (4) | Proposed maximum aggregate value of transaction: |
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| Fee paid previously with preliminary materials: |
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o | Check box if any part of the fee is offset as provided by Exchange Act Rule 240.0-11 and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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| (1) | Amount Previously Paid: |
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| (2) | Amount Previously Paid:
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| Form, Schedule or Registration Statement No.: |
WEINGARTEN REALTY INVESTORS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 28, 2015May 8, 2012
To Our Shareholders:
You are invited to attend our 2012
9:00 a.m., Central Time
2600 Citadel Plaza Drive, Houston, Texas 77008
The 2015 Annual Meeting of Shareholders
of Weingarten Realty Investors (the “Annual Meeting”)
that will be held at our principal office located at 2600 Citadel Plaza Drive, Houston, Texas 77008, on
Tuesday, May 8, 2012,Thursday, April 28, 2015, at 9:00 a.m., Central Time. The purpose of the Annual Meeting is as follows:
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| 1. | To elect the nine trust managers11 Trust Managers named in the proxy statement to serve until their successors are elected and qualified; |
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| 2. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012; 2015; |
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| 3. | To hold an advisory vote to approve by non-binding vote, executive compensation; and |
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| 4. | To transact such other business as may properly come before the meeting. |
Only shareholders
Shareholders of record, at the close of business on March
12, 2012,5, 2015, are entitled to notice of and to vote at the Annual Meeting.
We will make available a list of shareholders of record as of the close of business on March 5, 2015 for inspection by shareholders for any purpose suitable to the Annual Meeting during regular business hours from April 18 through April 27, 2015 at our principal place of business. This list will also be available to shareholders at the meeting.
Your vote is
very important.
You may votePrior to the meeting we encourage you to sign and return your proxy card, or use telephone or internet voting so that your shares
usingmay be represented and voted during the
Internetmeeting. See our "Questions and Answers About the Meeting and Voting" section for information about voting by telephone or
the telephone by following the instructionsinternet, how to revoke a proxy and how to vote shares in person beginning on page
1 of the proxy statement. Of course, you may also vote by returning a proxy if you received a paper copy of this proxy statement. If you attend the Annual Meeting, you may vote, change your vote or revoke your proxy by voting your shares in person.2.
Please contact our Investor Relations Department at (800) 298-9974 or (713) 866-6000 if you have any questions.
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| By Order of the Board of Trust Managers, |
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M. Candace DuFour
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| Joe D. Shafer |
| Senior Vice President and Secretary |
Important Notice Regarding AvailabilityTable of Proxy Materials for ourContentsAnnual Meeting of Shareholders to be held on May 8, 2012
The proxy statement and our annual report to shareholders which contains detailed information relating to our activities and operating performance are available at www.proxyvote.com and under the Investor Relations section of our website at www.weingarten.com under “SEC Filings.”
TABLE OF CONTENTS
TABLE OF CONTENTS, continued
WEINGARTEN REALTY INVESTORS
2600 Citadel Plaza Drive
Houston, Texas 77008
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To be Held on Tuesday, May 8, 2012
The Board of Trust Managers of Weingarten Realty Investors (the "Board") is soliciting yourfurnishing you this proxy statement to votesolicit proxies on matters that willits behalf to be presentedvoted at our 20122015 Annual Meeting of Shareholders (the “Annual Meeting”) toWeingarten Realty Investors. The meeting will be held at our principal executive office located at 2600 Citadel Plaza Drive, Houston, Texas 77008, on Tuesday, May 8, 2012,Thursday, April 28, 2015, at 9:00 a.m., Central Time. The proxies also may be voted at any adjournments or postponement of the meeting.
Our proxy materials, including this Proxy Statement, the Notice of Annual Meeting of Shareholders, the proxy card, notice of internet availability or voting instruction card
(“Notice”(collectively, the “Notice”) and our
20112014 Annual Report are being distributed and made available on or about March
23, 2012.13, 2015. As used herein, “Weingarten” or the “Company” refers to Weingarten Realty Investors, a Texas real estate investment
trust (“REIT”).INFORMATION ABOUT THE MEETING
Who May Vote
trust.
All properly executed written proxies, and all properly completed proxies submitted by telephone or internet, that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.
Only shareholdersowners of record atof common shares of beneficial interest of the Company ("Common Shares") as of the close of business on March 12, 2012,5, 2015, the record date, are entitled to notice of, and to vote at, the Annual Meeting. Asmeeting or at any adjournments or postponements of March 12, 2012, we had 121,105,380 common shares of beneficial interest (“common shares”) issued and outstanding.the meeting. Each common shareholder of record owner on the record date is entitled to one vote per sharefor each Common Share held. On March 5, 2015, there were 123,003,907 Common Shares issued and outstanding.
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Important Notice Regarding Availability of Proxy Materials for our Annual Meeting of Shareholders to be held on April 28, 2015 |
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| The Notice of the Annual Meeting, Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2014, which contains detailed information relating to our activities and operating performance are available at www.proxyvote.com and under the Investor Relations section of our website at www.weingarten.com under “SEC Filings.” |
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| QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING |
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING
1.What is a proxy statement and what is a proxy?
A proxy statement is a document that the Securities Exchange Commission ("SEC") regulations require us to give you when we ask you to sign a proxy designating individuals to vote on each matter properly brought beforeyour behalf. A proxy is your legal designation of another person to vote the shares you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or proxy card. We have designated two of our executive officers as proxies for the 2015 Annual Meeting. There is no cumulative votingThese executive officers are Andrew M. Alexander and Stanford Alexander.
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| 2. | What is the difference between holding shares as a shareholder of record and as a beneficial shareholder? |
If your shares are registered directly in your name with our register and transfer agent, Computershare Trust Company, N.A., you are considered a shareholder of record with respect to
any proposal.In accordancethose shares. If your shares are held in a brokerage account or bank, you are considered the "beneficial owner" of those shares.
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| 3. | What different methods can I use to vote? |
By Written Proxy. All shareholders of record can vote by written proxy card. If you are a beneficial owner, you may request a written proxy card or a vote instruction form from your bank or broker.
By Telephone or Internet. All shareholders of record also can vote by touchtone telephone using the toll-free telephone number on the proxy card, or through the internet, using the procedures and instruction described on the proxy card. Beneficial owners may vote by telephone or internet if their bank or broker makes those methods available, in which case the bank or broker will include instructions with our amendedthe proxy materials. The telephone and restated bylaws, a list ofinternet voting procedures are designed to authenticate shareholders' identities, to allow shareholders entitled to vote at the Annual Meeting will be available at the Annual Meetingtheir shares and for 10 days prior to the Annual Meeting, between the hoursconfirm that their instructions have been recorded properly.
In Person. All shareholders of 9:00 a.m. and 4:00 p.m., Central Time, at our principal executive office listed above.How You May Vote
Shareholdersrecord may vote in person at the Annual Meeting or by proxy. The three methods tomeeting. Beneficial owners may vote by proxy are: over the Internet, by telephone or by using a traditional proxy card.
To vote over the Internet, go to www.proxyvote.com and follow the instructions there. You will need the 12 digit number included on your proxy card or notice.
To vote by telephone, please call (800) 690-6903 and follow the instructions. You will need the 12 digit number included on your proxy card or notice.
If you received a notice and wish to vote by traditional proxy card, you can request a full set of Annual Meeting materials, which will be provided to you at no charge, through one of the following methods:
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| by internet: www.proxyvote.com;
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| by telephone: (800) 579-1639; or
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| by email: sendmaterial@proxyvote.com (your email should contain the 12 digit number in the subject line).
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In accordance with the rules of the Securities and Exchange Commission (“SEC”), the foregoing website does not use “cookies,” track user moves or gather any personal information.
Internet and telephone voting facilities for shareholders will be available 24 hours a day and the deadline for voting by these methods is 11:59 p.m., Eastern Time, on May 7, 2012. If you are a registered shareholder and attend the meeting, you may deliver your completed proxy card in person. If you properly sign and return your proxy card or complete your proxy via the telephone or Internet, your shares will be voted as you direct. If you sign and return your proxy but do not specify how you want your shares voted, they will be voted as follows:
Proposal One – voted FOR the proposal
Proposal Two – voted FOR the proposal
Proposal Three – voted FOR the proposal
If your shares are held by a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If your shares are held in street name, these proxy materials are being forwarded to you by your bank, brokerage firm or other nominee (the “record holder”), along with a voting instruction card. As the beneficial owner, you have the right to direct your record holder how to vote your shares, and the record holder is required to vote your shares in accordance with your instructions. In addition, as the beneficial holder of shares, you are entitled to attend the Annual Meeting. If you are a beneficial owner, however, you may not vote your shares in person at the meeting unless you obtainif they have a legal proxy, executedas described in your favor, from the response to question 5 below.
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| 4. | What shares are included in the proxy card? |
If you are a shareholder of record,
holder of your shares.you will receive only one proxy card for all the Common Shares you hold in certificate form, in book-entry form and in any Company benefit plan. If your shares are heldyou hold Common Shares in street nameany Company benefit plan and you do not give voting instructions, pursuant to the rules of the New York Stock Exchange (“NYSE”), the record holder will not be permitted to vote your shares with respect to Proposals One and Three, andor specify your shares will be considered “broker non-votes” with respect to these proposals. If your shares are held in street name and you do not give voting instructions on your proxy card, the recorder holderadministrators of the benefit plans will nevertheless be entitled tonot vote your shares with respect to Proposal Two at the discretion of the record holder.
Abstentions and broker non-votes will have no effect on Proposal One. With respect to Proposal Two, abstentions and broker non-votes will be equivalent to a vote against such proposals and with respect to Proposal Three, abstentions will be equivalent to a vote against such proposal.
We know of no business to be conducted at the Annual Meeting other than Proposals One, Two and Three. Our amended and restated bylaws require shareholders to give advance notice of any proposal intended to be presented at the meeting. The deadline for this notice has passed and we did not receive any such notice. If any other matter properly comes before the shareholders for a vote at the Annual Meeting, the proxy holders named in the proxy card will vote your shares in accordance with their best judgment.
Receipt of More than One Proxy Card
benefit shares.
You may receive multiple proxy cards if you hold
common sharesCommon Shares in different ways (such as, trusts and custodial accounts) or in multiple accounts. You should vote and sign each proxy card you receive.
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| QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING |
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| 5. | How can I vote at the meeting if I am a beneficial owner? |
You
May Revoke Your Votewill need to ask your broker, bank or other intermediary to furnish you with a legal proxy. You may revokewill need to bring the legal proxy with you to the meeting and hand it in with a signed ballot that will be provided to you at the meeting. You will not be able to vote your Common Shares at the meeting without a legal proxy. Accordingly, we encourage you to vote your Common Shares in advance, even if you plan to attend the meeting.
Please note that if you request a legal proxy,
any previously executed proxy will be revoked, and
change your vote
at any time before the Annual Meeting by submitting a written notice to our Secretary, by submitting a later dated and properly executed proxy (including by means of a telephone or Internet vote) or by voting in personwill not be counted unless you appear at the
Annual Meeting.What Constitutes a Quorum
The presence,meeting and vote in person or represented bylegally appoint another proxy of the holders of a majority (60,552,691 shares) of the common shares entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. If a quorum is not present at the Annual Meeting, the shareholders present in person or represented by proxy have the power to adjourn the Annual Meeting until a quorum is present or represented.
on your behalf.
Votes Required to Approve Proposals
Assuming a quorum is present at the annual meeting, the following votes are required to approve each proposal:
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| 6. | What are my voting choices for each of the proposals to be voted on at the 2015 Annual Meeting? |
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Proposal | | Voting Choices and Board Recommendation |
| Proposal One: Election of Trust Managers | | • vote in favor of all nominees; • vote in favor of specific nominees; • vote against all nominees; • vote against specific nominees; • abstain from voting with respect to all nominees; or • abstain from voting with respect to specific nominees.
The affirmativeBoard recommends a vote FOR each of the holders of a majority of the common shares present in person or represented by proxy is required to re-elect our nine trust managers. Any trust manager who is currently on the Board shall remain on the Board, regardless of the number of votes he receives, unless he is replaced by a nominee who receives the requisite vote to become a new trust manager. All of the nominees currently serve as a trust manager. Abstentions and broker non-votes are not counted for purposes of the election of trust managers.nominees. |
Proposal Two: Ratification of Independent Registered Public Accounting Firm | | The ratification
• vote in favor of the ratification;
• vote against the ratification; or • abstain from voting on the ratification.
The Board recommends a vote FOR the ratification. |
| Proposal Three: Advisory Proposal to Approve Executive Compensation | | • vote in favor of the advisory proposal;
•vote against the advisory proposal; or • abstain from voting on the advisory proposal.
The Board recommends a vote FOR the advisory vote to approve executive compensation. |
Trust Managers will be elected by majority of votes cast by the holders of Common Shares voting in person or by proxy at the meeting. Any Trust Manager who is currently on the Board shall remain on the Board, regardless of the number of votes he/she receives unless he/she is replaced by a nominee who receives the requisite vote to become a new Trust Manager. All nominees currently serve on the Board. In order to be approved, each other proposal will require approval by a majority of the votes cast by Common Shares voting in person or by proxy at the meeting. As an advisory vote, the proposal to approve executive compensation is not binding upon the Company. However, the Management Development and Executive Compensation Committee ("Compensation Committee"), which is responsible for designing and administering our executive compensation program, values the opinions expressed by shareholders and will consider the outcome of the vote when making future compensation decisions.
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| 7. | What if I am a shareholder of record and do not specify a choice for a matter when returning a proxy? |
Shareholders should specify their choice for each matter on the proxy card. If no specific instructions are given, proxies which are signed and returned will be voted:
FOR the election of all Trust Manager nominees as set forth in this proxy statement;
FOR the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm; and
FOR the advisory proposal to approve executive compensation.
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| QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING |
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| 8. | What if I am a beneficial owner and do not give voting instructions to my broker? |
As a beneficial owner, in order to ensure your Common Shares are voted in the way you would like, you must provide voting instructions to your bank, broker or other nominees by the deadline provided in the materials received from your banker, broker or other nominee. If you do not provide voting instructions to your bank, broker or other nominee, whether your Common Shares can be voted by such person depends on the type of item being considered for vote.
Non-Discretionary Items. The election of the Trust Managers and the advisory proposal to approve executive compensation are non-discretionary items and may not be voted by banks, brokers or other nominees who have not received specific voting instructions from beneficial owners.
Discretionary Items. The ratification for the appointment of Deloitte & Touche LLP as our independent registered public accounting firm is a discretionary item. Generally, banks, brokers or other nominees that do not receive specific voting instructions from beneficial owners may vote on this proposal at their discretion.
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| 9. | How are abstentions and broker non-votes counted? |
Abstentions and broker non-votes are included in determining whether a quorum is present and will have the following effects on each proposal:
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| Proposal | | Abstentions | | Broker Non-Votes |
| Proposal One: Election of Trust Managers | | Not counted and no effect on vote. | | Not counted and no effect on vote. |
| Proposal Two: Ratification of Independent Registered Public Accounting Firm | | Counted and considered a cast against proposal. | | Counted and considered a cast against proposal. |
| Proposal Three: Advisory Proposal to Approve Executive Compensation | | Counted and considered a cast against proposal. | | Not counted and no effect on vote. |
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| 10. | What can I do if I change my mind after I vote my shares? |
Shareholders can revoke a proxy prior to the completion of voting at the meeting by:
giving written notice to our Secretary;
delivering a later-dated proxy; or
voting in person at the meeting (unless you are a beneficial owner without a legal proxy, as described in the response to question 5 above).
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| 11. | Are votes confidential? Who counts the votes? |
We will continue our practice of holding votes of all shareholders in confidence from Trust Managers, officers and employees except:
as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company;
in the case of a contested proxy solicitation;
if a shareholder makes a written comment on the proxy card or otherwise communicates his or her vote to management; or
to allow the independent inspectors of the election to certify the results of the vote.
We also will continue to retain an independent tabulator to receive and tabulate the proxies and independent inspectors of the election to certify the results.
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| QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING |
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| 12. | When will the Company announce the voting results? |
We will announce the preliminary voting results at the Annual Meeting. The Company will report the final results in a Current Report on Form 8-K filed with the SEC which can be accessed on our website.
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| 13. | Does the Company have a policy about Trust Managers' attendance at the Annual Meeting of Shareholders? |
We do not have a policy about Trust Managers' attendance at the Annual Meeting; however, we strongly encourage their attendance. 100% of the persons who were serving as Trust Managers at the time attended the 2014 Annual Meeting of Shareholders.
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| 14. | Can I access the Notice of the Annual Meeting, Proxy Statement and Annual Report on Form 10-K on the internet? |
The Notice of the Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2014 (the "Form 10-K") are available at www.proxyvote.com. In addition, shareholders are able to access these documents under the Investor Relations section of our website at www.weingarten.com under “SEC Filings.” Instead of receiving future copies of our Notice of the Annual Meeting, Proxy Statement and Form 10-K by mail, shareholders can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing your documents to your home or business, and also will give you an electronic link to the proxy voting site.
Shareholders of Record. If you vote on the internet at www.proxyvote.com, simply follow the prompts for enrolling in the electronic proxy delivery service. You also may enroll in the electronic proxy delivery service at any time in the future by going directly to www.proxyvote.com and following the enrollment instructions.
Beneficial Owners. If you hold your Common Shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in your proxy material provided to you by your bank or broker regarding the availability of this service.
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| 15. | How are proxies solicited and who bears the cost? |
We bear all expenses incurred in connection with the solicitation of proxies. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of our Common Shares.
Our Trust Managers, officers and employees also may solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities.
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| ELECTION OF TRUST MANAGERS - PROPOSAL ONE |
ELECTION OF TRUST MANAGERS - PROPOSAL ONE
The Board is elected by shareholders to oversee their interest in the long-term health and overall success of our business and financial strength. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the shareholders. The Board selects and oversees members of our senior management, who are charged by the Board with conducting the business of the Company.
Election Process
The Texas Business Organizations Code, our amended and restated declaration of trust and our amended and restated bylaws provide for the annual election of our Trust Managers. The Board, in accordance with our bylaws, has set the number of Trust Managers constituting our Board at 11. At the Annual Meeting, Trust Managers will be elected by the shareholders and will serve until his or her successor has been duly elected and qualified, or until the earliest of his or her death, resignation or retirement. Regardless of the number of votes each nominee receives, pursuant to the Texas Business Organizations Code, each Trust Manager will continue to serve unless another nominee receives the affirmative vote of the holders of 66 2/3% of the votes cast at a meeting of shareholders at which a quorum is present.
Trust Manager Nominations
The Governance and Nominating Committee is responsible for identifying and evaluating nominees for a Trust Manager and for recommending to the Board a slate of nominees for election at each Annual Meeting of Shareholders. Nominees may be suggested by Trust Managers, members of management, shareholders or, in some cases, by a third-party firm.
Shareholders who wish the Governance and Nominating Committee to consider their recommendations for nominees for the position of Trust Manager should submit their recommendations in writing to Joe Shafer, Senior Vice President and Secretary, at P.O. Box 924133, Houston, Texas 77292-4133. Shareholder nominee recommendations need to include the nominee’s name, address and an explanation of the nominee’s qualifications. Nominee qualifications should include biographical information evidencing that the proposed nominee meets the minimum qualifications and possesses the skills and expertise as required by the Board and as described below under “Trust Manager Qualifications.” The submission must also include the candidate’s written consent to the nomination and to serve if elected. Recommendations made by shareholders in accordance with these procedures will receive the same consideration by the Governance and Nominating Committee as other suggested nominees.
Trust Manager Qualifications
The Trust Managers are responsible for overseeing the Company's business consistent with their fiduciary duty to shareholders. This significant responsibility requires highly skilled individuals with various qualities, attributes and professional experience. The Board believes that there are general requirements for service on the Board that are applicable to all Trust Managers and that there are other skills, expertise and experience that should be represented on the Board as a whole, but not necessarily by each Trust Manager. The Board and the Governance and Nominating Committee consider the qualifications of the Trust Managers and Trust Manager nominees individually and in the broader context of the Board's overall composition and the Company's current and future needs.
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| ELECTION OF TRUST MANAGERS - PROPOSAL ONE |
The Governance and Nominating Committee seeks to ensure that the Board is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. In identifying Trust Manager nominees, the Governance and Nominating Committee considers the following:
the comments and recommendations of Trust Managers regarding the qualifications and effectiveness of the existing Board or additional qualifications that may be required when selecting new Trust Managers that may be made in connection with our annual Board’s self-examination;
the required expertise and diversification comprising the current Board’s membership;
the independence of Trust Managers and any other possible conflicts of interest of existing and potential Trust Managers; and
any other factors the Board deems appropriate to consider.
The minimum qualifications for prospective Board members are a successful professional career, as well as the potential to contribute to the effectiveness of the Board. Potential candidates must be at least 18 years of age and not more than 75 years old. The 75 year old age maximum does not apply to Trust Managers who are also executive officers and, prior to the 2016 Annual Meeting of Shareholders, to other Trust Managers who started serving on the Board as of April 1, 2000. Beyond these minimum qualifications, the first priority in selecting members of the Board is to attract a group of individuals that will maximize shareholder value, which generally means attracting individuals of the highest capabilities. Another focus is on individuals who demonstrate the highest ethical standards. Critical Board functions involve setting the Company’s basic strategy, monitoring senior management and offering insight/expertise in the selection of tactics and operational policies drawing on Trust Managers’ outside experiences. While the Governance and Nominating Committee does not have a specific diversity policy, it believes that diversity of experience and perspectives is valuable to the Board in discharging its responsibilities. In considering the Board's composition and nomination of new Trust Managers, the Governance and Nominating Committee focuses on several aspects of prior experience including real estate experience, experience as a Chief Executive Officer of a public company, accounting/audit experience, finance experience, legal experience and academic experience.
2015 Nominees for Trust Manager Upon the recommendation of the Governance and Nominating Committee, the Board has nominated each of Andrew M. Alexander, Stanford Alexander, Shelaghmichael Brown, James W. Crownover, Robert J. Cruikshank, Melvin A. Dow, Stephen A. Lasher, Thomas L. Ryan, Douglas W. Schnitzer, C. Park Shaper, and Marc J. Shapiro for election as Trust Manager. All of the nominees are independent under the New York Stock Exchange ("NYSE") corporate governance rules, except Andrew M. Alexander and Stanford Alexander.
Each of the Trust Manager nominees currently serves on the Board and was elected by the shareholders at the 2014 Annual Meeting. If elected, each nominee will hold office until the 2016 Annual Meeting and until his or her successor is elected and qualified. Due to the age limit restriction effective at the 2016 Annual Meeting of Shareholders, Robert J. Cruikshank and Melvin A. Dow are not eligible to stand for reelection after the 2015 Annual Meeting of Shareholders.
All nominees have consented to serve as Trust Managers. The Board has no reason to believe any of the nominees will be unable to act as Trust Manager. However, if a Trust Manager is unable to stand for re-election, the Board may either reduce the size of the Board, or the Governance and Nominating Committee may designate a substitute. If a substitute nominee is named, the proxies will vote for the election of the substitute.
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| ELECTION OF TRUST MANAGERS - PROPOSAL ONE |
The Board believes that the combination of the various qualifications, skills and professional experiences of the 2015 Trust Manager nominees will contribute to an effective and well-functioning Board. The Board and the Governance and Nominating Committee believes that, individually and as a whole, the Trust Managers possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to our management.
Included in each Trust Manager nominee's biography below is an assessment of the specific qualifications, attributes, skills and professional experience of such nominee based on the qualifications described above.
The Board of Trust Managers unanimously recommends that you vote FOR the election of each of the Trust Manager nominees.
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| | | | Andrew M. Alexander |
| | | | Trust Manager since 1983 |
| | | Age 58 |
| | | Mr. A. Alexander has been Chief Executive Officer of the Company since 2001 and has served as President of the Company since 1997. Mr. A. Alexander has been our employee since 1978. Mr. A. Alexander previously served on the Boards of Susser Holdings Corporation (acquired by Sunoco ("SUN";NYSE)), Charter Bancshares, and Academy Sports & Outdoors, Inc. (acquired by Kohlberg Kravis Roberts & Co. L.P.). |
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Qualifications, Attributes, Skills and Experience: Relevant Chief Executive Officer/President Experience - Mr. A. Alexander has served as the Company's President and/or Chief Executive Officer for over 10 years. Extensive Knowledge of the Company's Business or Industry - Over 35 years of Weingarten Realty system and process experience including extensive experience in leasing and complex financial and real estate transactions. Since joining the Company in 1978, he has held a variety of leasing and divisional roles during his tenure. From 1993 to 1996, Mr. A. Alexander served as Executive Vice President/Asset Manager. Since 1995, Mr. A. Alexander served as President of Weingarten Realty Management Company. He also served as Senior Vice President/Asset Manager of Weingarten Realty Management Company from 1990 to 1993, and Vice President of the Company from 1984 to 1990. Community Involvement - Mr. A. Alexander is active in a number of civic and charitable organizations. He serves as a director of The Texas Medical Center, The Gladney Fund and The Endowment Board of the Houston Food Bank, The Real Estate Center at the University of Houston, and United Way of the Texas Gulf Coast. He has previously served on a number of boards including Houston Achievement Place, The Gladney Center, The Houston Food Bank, Rebuilding Together Houston, and The Greater Houston Partnership. Additionally, he is a past member of several committees at Congregation Enamu El and the Jewish Federation of Greater Houston. Professional Recognition - Mr. A. Alexander serves as a Trustee on the Advisory Board of Governors of the National Association of Real Estate Investment Trusts and is also a Trustee and past Chairman of the International Council of Shopping Centers. |
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| ELECTION OF TRUST MANAGERS - PROPOSAL ONE |
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| | | | Stanford Alexander |
| | | | Chairman since 2001/Trust Manager since 1956 |
| | | Age 86 |
| | | Mr. S. Alexander is Chairman of the Board. He formerly served as Chief Executive Officer of the Company from 1997 to 2000 and President of the Company from 1962 to 1993. He has served as a Trust Manager since 1956 and has been an employee of the Company since 1955.
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Qualifications, Attributes, Skills and Experience: Relevant Chief Executive Officer/President Experience - Mr. S. Alexander served as the Company's President and/or Chief Executive Officer for over 50 years and has served as Chairman of our Board for over 10 years. Extensive Knowledge of the Company's Business or Industry - Mr. S. Alexander has over 50 years of experience and knowledge in the real estate industry. During Mr. S. Alexander’s tenure, he served as Chief Executive Officer from 1997 to 2000 and as President from 1962 to 1993. Mr. S. Alexander is a member of the National Association of Real Estate Investment Trusts and the International Council of Shopping Centers, our trade associations. Community Involvement - Other current board positions include The University of Texas, M.D. Anderson Cancer Center Board of Visitors and Development Board, the National Trustee of National Jewish Medical and Research Center and the University of Houston-Downtown Advisory Board. Professional Recognition - Mr. S. Alexander served as Chairman of the Board of the National Association of Real Estate Investment Trusts and remains active on the Executive Committee and Board of Governors. |
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| ELECTION OF TRUST MANAGERS - PROPOSAL ONE |
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| | | | Shelaghmichael Brown |
| | | | Trust Manager since 2012 |
| | | Age 65 |
| | | Ms. Brown has been a member of the Board of Directors of BBVA Compass Bancshares and Compass Bank (Risk Committee) since 2011 and a member of the Audit Committee since 2014. Ms. Brown retired in June 2011 as Senior Executive Vice President and Executive Officer of BBVA Compass Retail Banking, a position she held for four years. |
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Qualifications, Attributes, Skills and Experience: High Level of Financial Literacy - Ms. Brown has completed a 30-year career in the financial services industry. As Senior Executive Vice President and Executive Officer of BBVA Compass Retail Banking, Ms. Brown was responsible for a branch distribution system of 717 branches, online and mobile banking, ATMs, telephone banking, traditional consumer and small business credit and deposit products, investment sales, mortgage products and business, and brand marketing. Previously, Ms. Brown served as the Chairman of the Government Relations Council of the Board of Consumer Bankers Association. Community Involvement - Ms. Brown is on the CanCare Board of Directors where she has served as Chairman and currently serves as Chairman of the Finance Committee. Professional Recognition - Ms. Brown was recognized in 2009, 2010 and 2011 by U.S. Banker as one of the top 25 most powerful women in banking. |
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| ELECTION OF TRUST MANAGERS - PROPOSAL ONE |
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| | | | James W. Crownover |
| | | | Trust Manager since 2001 |
| | | Age 71 |
| | | Mr. Crownover serves on the Board of Republic Services, Inc. (Integration Committee member and Audit Committee Chairman, previously Chairman of the Board). He also serves as a Director of Chemtura Corporation (Environmental Health and Safety Committee Chairman, Compensation and Governance Committee member) and FTI Consulting, Inc. (Compensation, Nominating and Corporate Governance Committee member). Previously he served on the Boards of Unocal Corporation (Audit Committee and Pension Committee Chairmans), Great Lakes Chemical Corporation (Presiding Director) which merged into Chemtura Corporation, and Allied Waste Industries (Governance Committee Chairman and Audit Committee member) which merged into Republic Services, Inc. |
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Qualifications, Attributes, Skills and Experience: High Level of Financial Literacy - Mr. Crownover completed a 30-year career with McKinsey & Company, Inc. (“McKinsey”), an international consulting firm, in 1998. He was managing partner of its southwest practice from 1984 to 1994 and a member of its Board of Directors from 1990 to 1998. Mr. Crownover was a leader of McKinsey’s energy practice through much of this period, working Asia, Europe and Latin America, as well as the United States. This practice dealt with strategic, organizational and operational issues. Community Involvement - Among several charitable roles, Mr. Crownover currently serves on the Board of Directors of the MD Anderson Foundation. He previously served two terms as Chairman of the Board of Trustees of Rice University. Broad Board of Director Experience - Mr. Crownover has served on numerous boards; including a multitude of board committees including: Audit, Integration, Environmental Health and Safety, Compensation, Pension and Nominating and Governance committees. |
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| ELECTION OF TRUST MANAGERS - PROPOSAL ONE |
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| | | | Robert J. Cruikshank |
| | | | Trust Manager since 1997 |
| | | Age 84 |
| | | Mr. Cruikshank serves on the Board of MAXXAM, Inc. (Audit, Conflicts, Compliance and Compensation Committee member) and has served on this Board since 1993. Mr. Cruikshank retired as Senior Partner of Deloitte & Touche LLP in 1993. |
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Qualifications, Attributes, Skills and Experience: High Level of Financial Literacy - Mr. Cruikshank worked for Deloitte & Touche LLP, a major, internationally recognized audit firm, primarily in the audit, management and Board of Director functions for 37 years. Mr. Cruikshank served as Managing Partner of Deloitte & Touche LLP offices of Houston, New Orleans, San Antonio and Austin from 1974 to 1989 and retired as Senior Partner of Deloitte & Touche LLP in 1993. Additionally, Mr. Cruikshank served as visiting lecturer at Rice University where he taught auditing to fifth year students from 1989 to 1993. Mr. Cruikshank is a certified public accountant ("CPA"). Risk Oversight/Management Expertise - Mr. Cruikshank’s training as a CPA emphasized statistical sampling methods, risk management assessment and technical auditing and GAAP applications. This knowledge and experience enables him to understand, as well as question, both our independent registered public accounting firm requiresinternal and external auditors. His prior Audit Committee experience, primarily while on the affirmative voteboard of a publicly held trading business, required extensive risk management knowledge and the establishment of acceptable risk tolerance ranges for monetary investments. Extensive Knowledge of the holdersCompany's Business or Industry - Part of Mr. Cruikshank’s tenure with Deloitte & Touche LLP was on our engagement. In addition, he has been a majorityTrust Manager for 17 years. This experience has exposed him to complex financial and real estate transactions engaged by both the Company and other real estate companies. Broad Board of Director Experience - Mr. Cruikshank has previously served on the Board of Directors of six public companies. Additionally, he previously served as Vice Chairman of Regents of The University of Texas System (Chairman of the common$9 billion Permanent University Fund) and Chairman of the Board of the American Heart Association. |
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| ELECTION OF TRUST MANAGERS - PROPOSAL ONE |
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| | | | Melvin A. Dow |
| | | | Trust Manager since 1984 |
| | | Age 87 |
| | | Mr. Dow retired from Haynes and Boone, LLP, in 2013 where he previously served as a partner since 2010. |
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Qualifications, Attributes, Skills and Experience: High Level of Legal Literacy - Mr. Dow's has been a licensed lawyer since 1951. Mr. Dow was a partner with Haynes and Boone, LLP from 2010 to 2013 and previously served as a Shareholder with Winstead P.C. (Formally Winstead, Sechrest & Minick P. C.) from 2001 to 2009. He was Chairman/Chief Executive Officer of Dow, Cogburn & Friedman, P.C., of which he was a founding partner, (which merged with Winstead, Sechrest & Minick P.C. in 2001) from 1995 to 2001. Mr. Dow was a partner of Dow, Cogburn & Friedman, P.C. law firm and its predecessor since 1954. Mr. Dow is a charter member of the American College of Real Estate Lawyers. He also served as a member of the Harvard Law School Board of Overseers’ Visiting Committee. Extensive Knowledge of the Company's Business or Industry - With 30 years as a Trust Manager and his professional background, Mr. Dow has extensive experience with a wide-range of sophisticated business and commercial real estate transactions, including the structuring of transactions, negotiation of business issues and the supervision of complex documentation. His work involves a broad range of properties, including shopping centers, office buildings, subdivision developments, warehouse/industrial properties and unimproved land. Professional Recognition - Mr. Dow was included in Best Lawyers in America for 26 consecutive years (based on election by peers). |
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| ELECTION OF TRUST MANAGERS - PROPOSAL ONE |
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| | | | Stephen A. Lasher |
| | | | Trust Manager since 1980 |
| | | Age 66 |
| | | Mr. Lasher has been the Managing Director since 1990 and President since 1991 of The GulfStar Group, Inc. He previously served as a Director of Conservatek Industries (Compensation Committee) from 1995 to 2009. |
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Qualifications, Attributes, Skills and Experience: High level of Financial Literacy - Mr. Lasher is a co-founder of The GulfStar Group, Inc. and has more than 30 years experience in the securities industry. Mr. Lasher began his career in 1970 at Rotan Mosle Inc., where he served in a variety of positions, including Executive Vice President of Sales and Marketing. From 1985 to 1990, Mr. Lasher managed Rotan Mosle Inc.’s Corporate Finance Department. Extensive Knowledge of Company's Business or Industry - Since its founding, The GulfStar Group, Inc. has become a leading middle-market investment banking firm focused on the needs of private business owners. Additionally, Mr. Lasher has been a Trust Manager for over 30 years. Mr. Lasher has extensive experience with a wide-range of complex business and commercial real estate transactions, including the structuring of transactions and negotiation of business issues. Broad Board of Director Experience - Mr. Lasher is currently a director of several private companies and has served on several other publicly listed company boards. |
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| ELECTION OF TRUST MANAGERS - PROPOSAL ONE |
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| | | | Thomas L. Ryan |
| | | | Trust Manager since 2012 |
| | | Age 49 |
| | | Mr. Ryan has served as Chief Executive Officer since 2005 and President since 2002 of Service Corporation International ("SCI"), the largest provider of death care products and services in North America. He also serves on the Board of SCI and began serving on the Board of Chesapeake Energy Corporation in 2013. Mr. Ryan previously served on the Board of Texas Industries, Inc. (acquired by Martin Marietta Materials) from 2012 to 2014. |
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Qualifications, Attributes, Skills and Experience: High Level of Financial Literacy - Mr. Ryan joined SCI in 1996, where he has served in a variety of operational and financial roles including Chief Operating Officer and Chief Executive Officer of the European operations. Before joining SCI, Mr. Ryan was a CPA with Coopers & Lybrand LLP for eight years. Relevant Chief Executive Officer/President Experience - Mr. Ryan has served as SCI's President and Chief Executive Officer since 2005. Community Involvement - Mr. Ryan serves as Chairman of the Board of Trustees of the United Way of Greater Houston. He also serves on the Board of Directors of the Greater Houston Partnership and the University of Texas McCombs Business School Advisory Council. Risk Oversight/Management Expertise - Mr. Ryan's training as a CPA emphasized statistical sampling methods, risk management assessment and technical auditing and GAAP applications. Additionally in his current role, he has been exposed to a highly regulated industry which includes complex regulations and transactions. |
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| ELECTION OF TRUST MANAGERS - PROPOSAL ONE |
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| | | | Douglas W. Schnitzer |
| | | | Trust Manager since 1984 |
| | | Age 58 |
| | | Mr. Schnitzer has been Chairman and Chief Executive Officer of Senterra LLC, a holding company for numerous entities primarily involving real estate and luxury automobile dealerships owned by the Schnitzer family since 1994.
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Qualifications, Attributes, Skills and Experience: High Level of Financial Literacy - Mr. Schnitzer is the Chairman and Chief Executive Officer of Senterra Corporation as well as a founding partner in Park Place Motorcars, one of the largest privately held luxury automotive groups in the United States with multiple car dealerships located in the Dallas/Ft. Worth market. Extensive Knowledge of Company's Business or Industry - One of the Schnitzer family's most visible assets was its ownership interest in the 4.3 million square foot mixed-use development project known as Greenway Plaza. Mr. Schnitzer was responsible for all facets of ownership and operations prior to negotiating and structuring the sale of Greenway in October 1996 to Crescent Real Estate Equities Company, a publicly traded REIT founded by Mr. Richard Rainwater. Additionally, through Senterra, he has developed a luxury residential community in Los Cabos, Mexico known as Villas del Mar. Villas del Mar sets the standard for luxury resort living throughout Mexico with homes ranging from $2 million to $10 million. Other ocean-front luxury communities developed by Mr. Schnitzer include Espiritu Del Mar and Oasis Palmilla, both located in Los Cabos. |
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| ELECTION OF TRUST MANAGERS - PROPOSAL ONE |
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| | | | | C. Park Shaper |
| | | | Trust Manager since 2007 |
| | | Age 46 |
| | | Mr. Shaper has been President of Kinder Morgan, Inc., Kinder Morgan Energy Partners, L.P. and Kinder Morgan Management, LLC, since 2005 and retired from these positions in 2013. Also, he served as Director and President of the general partner of El Paso Pipeline Partners, L. P. from 2012 to 2013. Since 2007, Mr. Shaper has served as a Director on the Board of Kinder Morgan, Inc. Previously, he served as a Director on the Boards of Kinder Morgan G.P., Inc. (General Partner of Kinder Morgan Energy Partners, L. P.) and Kinder Morgan Management, LLC till 2013. |
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Qualifications, Attributes, Skills and Experience: High Level of Financial Literacy - Mr. Shaper worked for Kinder Morgan, Inc. and its affiliates, one of the largest pipeline transportation and energy storage companies in North America, since 2000. Mr. Shaper served as Executive Vice President and Chief Financial Officer from 2004 to 2005 and served as Vice President and Chief Financial Officer from 2000 to 2004. In addition, he has served as Vice President and Chief Financial Officer for First Data Analytics, a wholly-owned subsidiary of First Data Corporation. Mr. Shaper has also been a consultant for The Boston Consulting Group, as well as the Strategic Services Division of Andersen Consulting, and has previous experience with TeleCheck Services, Inc. Relevant Chief Executive Officer/President Experience - As President of Kinder Morgan, Mr. Shaper’s responsibilities included developing and executing the company’s vision and strategy and allocating capital to Kinder Morgan’s business units in a disciplined manner. He was also instrumental in spearheading the company’s transparent financial reporting and communication to the investment community. Prior to joining Kinder Morgan, Mr. Shaper served as President and Director of Altair Corporation, an enterprise focused on the distribution of web-based investment research for the financial services industry. |
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| ELECTION OF TRUST MANAGERS - PROPOSAL ONE |
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| | | | Marc. J. Shapiro |
| | | | Trust Manager since 1985 |
| | | Age 67 |
| | | Since 2003, Mr. Shapiro has served as a consultant to J. P. Morgan Chase & Co. as a non-executive Chairman of its Texas operations. Formerly, he was Vice Chairman for Finance and Risk Management of J. P. Morgan Chase & Co. from 1997 through 2003. He currently serves as a Director on the Boards of Kimberly-Clark Corporation and The Mexico Fund, Inc. (Audit Committee Chairman). From 1995 to 2010, he served on the Board of Burlington Northern Santa Fe Corporation (Management Development and Compensation Committee Chairman) which was acquired by Berkshire Hathaway Inc. |
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Qualifications, Attributes, Skills and Experience: High Level of Financial Literacy - Mr. Shapiro has completed a 40-year career in finance and management with J. P. Morgan Chase & Co. and its affiliates, a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing and asset management. Mr. Shapiro was Vice Chairman for Finance and Risk Management of J. P. Morgan Chase & Co. from 1997 through 2003, and he served as Chairman and Chief Executive Officer of Chase Bank of Texas from 1989 to 1997. Community Involvement - Mr. Shapiro also serves on several not-for-profit boards, including Baylor College of Medicine, The Baylor Saint Luke's Medical Center Hospital, MD Anderson Cancer Center and The Menninger Clinic. Risk Oversight/Management Expertise - Mr. Shapiro's role as Vice Chairman of Finance and Risk Management has afforded him extensive experience with a highly regulated industry. Broad Board of Director Experience - Mr. Shapiro has served on several public company boards. He has gained experience on various boards’ committees, including service as Chairman. |
Trust Manager Relationships
Andrew M. Alexander is the son of Stanford Alexander. Douglas W. Schnitzer is the first cousin of Stephen A. Lasher.
TRUST MANAGER COMPENSATION
Trust Managers who serve as employees to the Company do not receive payment for their services as a Trust Manager. The Governance and Nominating Committee is responsible for reviewing and making recommendations to the Board regarding matters pertaining to compensation and benefits paid to the Board and committee chair services. Under the Governance and Nominating Committee's charter, the committee is authorized to engage consultants or advisors in connection with its review and analysis of Trust Manager compensation.
In making non-employee Trust Manager compensation recommendations, the Governance and Nominating Committee takes into consideration various factors, including, but not limited to, the responsibilities of the Trust Managers generally, as well as committee chairs, and the forms of compensation paid to Directors of comparable REITs. The Board reviews the recommendations of the Governance and Nominating Committee and determines the form and amount of Trust Manager compensation.
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| TRUST MANAGER COMPENSATION |
2014 Annual Compensation
2014 annual compensation to non-employee Trust Managers consisted of an annual cash retainer fee in the amount of $40,000, paid in quarterly installments (29% of total compensation) and approximately $100,000 in restricted share awards (71% of total compensation). The number of shares awarded to non-employee Trust Managers is equal to the number of Common Shares that could be purchased for $100,000 on April 29, 2014 based on an average of the high and low closing share prices.
In addition, each non-employee Trust Manager who served as a committee chair in 2014 received an additional $6,000 for all committees with exception to the Audit Committee, who received $10,000. All non-employee Trust Manager committee members received an additional $4,000 with exception of the Audit Committee members, who received $5,000. Members of the Executive Committee receive no additional compensation for their services. Committee compensation is also paid in quarterly installments.
The Board believes that this compensation program:
ties the majority of the Trust Manager's compensation to shareholder interests because the value of the share awards fluctuate depending on stock price;
is simple to understand and communicate; and
is equitable based on work required of Trust Managers serving an entity of the Company's size and scope.
The following table provides compensation information for the period ended December 31, 2014 for each non-employee Trust Manager of our Board.
Trust Manager Compensation Table
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| Name | | Fees Earned or Paid in Cash ($) | | Share Awards ($) (1) | | Total ($) |
| Shelaghmichael Brown | | $ | 46,000 |
| | $ | 99,908 |
| | $ | 145,908 |
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| James W. Crownover | | 50,000 |
| | 99,908 |
| | 149,908 |
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| Robert J. Cruikshank | | 47,000 |
| | 99,908 |
| | 146,908 |
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| Melvin A. Dow | | 42,000 |
| | 99,908 |
| | 141,908 |
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| Stephen A. Lasher | | 54,000 |
| | 99,908 |
| | 153,908 |
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| Thomas L. Ryan | | 45,000 |
| | 99,908 |
| | 144,908 |
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| Douglas W. Schnitzer | | 47,000 |
| | 99,908 |
| | 146,908 |
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| C. Park Shaper | | 46,500 |
| | 99,908 |
| | 146,408 |
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| Marc J. Shapiro | | 50,000 |
| | 99,908 |
| | 149,908 |
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| (1) | Restricted shares represented in person or by proxywere valued at the annual meeting and entitled to vote thereon in order to be approved. Abstentions and broker non-votes haveclosing price of our Common Shares on the same effect as votes cast against this proposal.date of grant on April 29, 2014 at $30.96 per share. |
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Proposal Three: Advisory (Non-Binding) Vote on Executive Compensation
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| The advisory vote on executive compensation requires the affirmative vote of the holders of a majority of the common shares represented in person or by proxy at the annual meeting and entitled to vote thereon in order to be approved. Abstentions have the same effect as votes cast against this proposal.
GOVERNANCE |
Cost of Proxy Solicitation
The cost of soliciting proxies will be borne by us. Proxies may be solicited on our behalf by our trust managers, officers, employees or soliciting service in person, by telephone, facsimile or by other electronic means. In accordance with SEC regulations and the rules of the NYSE, we will reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in mailing proxies and proxy materials and soliciting proxies from the beneficial owners of our common shares.
Use of the Internet for Delivery of Materials
This year, we again have elected to take advantage of the SEC’s rule that allows us to furnish proxy materials to you online. We believe electronic delivery will expedite shareholders’ receipt of materials, while lowering costs and reduce the environmental impact of our Annual Meeting by reducing printing and mailing of full sets of materials. On or about March 23, 2012, we mailed to our shareholders a Notice containing instructions on how to access our proxy statement and annual report online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials, unless you specifically requested one. The Notice contains instructions on how to receive a paper copy of the materials.
GOVERNANCE
OF OUR COMPANYWe are committed to the values of effective corporate governance and the highest ethical standards.
Our BoardThe Board's governance policies, which include information regarding the Board's and its Trust Managers' responsibilities, Trust Manager qualifications and determination of Trust
Managers (the “Board”)Manager independence and other guidelines, are available on the Company's website, www.weingarten.com, by clicking on "Investor Relations," and then "Governance Documents." This section of the website makes available all of the Company's governance materials, including the charters for each significant Board committee, the Company's Codes of Conduct and Ethics and information about how to report concerns about the Company. Instructions on how to communicate with the Board are included in the "Question and Answers About Communications, Shareholder Proposals and Company Documents" section beginning on page 57. Our Board reviews our policies on an ongoing basis to ensure they sufficiently meet our needs.
Independence of Trust Managers
Our Corporate Governance Guidelines provide that a majority of the trust managers serving on our Board must be independent as required by the listing standards of the NYSE and the applicable rules promulgated by the SEC.
Our Board has determined that each of the following trust managers standing for re-election has no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us) and is independent within the meaning of our trust manager independence standards, which reflect the NYSE Director Independence Standards, as currently in effect: Messrs. Crownover, Cruikshank, Lasher, Schnitzer, Shaper and Shapiro. The Board has determined that Messrs. A. Alexander and S. Alexander are not independent trust managers within the meaning of the NYSE Director Independence Standards because they are employees of the Company. Mr. Dow is considered independent under the NYSE Director Independence Standards; however, due to his working relationship with the Company, the Board has elected to not consider him an independent trust manager. Furthermore, the Board has determined that each of the members of each of the Governance and Nominating, Audit and Management Development and Executive Compensation Committees has no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us) and is independent within the meaning established by the NYSE.
Audit Committee Financial Expert. The Board has determined that Messrs. Cruikshank and Shaper meet the definition of Audit Committee financial expert promulgated by the SEC and are independent, as defined in the NYSE Listing Standards.
Committee Charters and other Governance Materials. Our Board has adopted (1) a Governance and Nominating Committee charter, a Management Development and Executive Compensation Committee charter and an Audit Committee charter; (2) standards of independence for our trust managers; (3) a code of conduct and ethics for all trust managers, officers and employees; and (4) corporate governance guidelines. Our Governance and Nominating Committee charter, Management Development and Executive Compensation Committee charter, Audit Committee charter, corporate governance guidelines and code of conduct and ethics are available on our web site at www.weingarten.com. These materials are also available in print to any shareholder who requests them by submitting a request to Investor Relations, 2600 Citadel Plaza Drive, Suite 125, Houston, Texas 77008.
Communications with the Board. Individuals may communicate with the Board by sending a letter to:
M. Candace DuFour
Senior Vice President and Secretary
2600 Citadel Plaza Drive, Suite 125
Houston, Texas 77008
All trust managers have access to this correspondence. Communications that are intended specifically for non-management trust managers should be sent to the street address noted above, to the attention of the Chairman of the Governance and Nominating Committee. In accordance with instructions from the Board, the Secretary to the Board reviews all correspondence, organizes the communications for review by the Board, and distributes communications to the full Board or individual trust managers as appropriate.
Whistleblowing and Whistleblower Protection Policy.Our Audit Committee has established procedures for (1) the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and (2) the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. Individuals may contact our Audit Committee to report complaints or concerns relating to our financial reporting by writing to the Chairman of our Audit Committee, in care of our Senior Vice President and Secretary as listed above. Any such communications may be made anonymously.
Executive Sessions.Generally, executive sessions of non-employee trust managers are held at the end of each board meeting. In accordance with our corporate governance guidelines, our independent trust managers will meet at least once per year in executive session. The Chairman of the Governance and Nominating Committee, currently James W. Crownover, serves as Chairman during any executive session. During 2011, our non-employee trust managers met three times in executive session.
Board Leadership Structure
One of our Board’s key responsibilities is to evaluate and determine the optimal leadership structure in which to provide independent oversight. While acknowledging that there is no single established guideline on board leadership structure and given the competitive and changing environment in which we operate, the proper board leadership structure may vary as circumstances warrant.
In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of our shareholders. Since 2001, we have operated under a board leadership structure with separate roles for our Chief Executive Officer and Chairman of the Board (“Chairman”). Since that time, we have had no changes in persons serving in these roles. and strong, independent Trust Managers. The Board believes this structure provides a very well-functioning and effective balance between strong Company has a well-developed, institutional-style Board ofleadership and appropriate safeguards and oversight by the independent Trust Managers, comprised of the Chairman, Chief Executive Officer and seven non-employee trust managers. Managers.
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| Board Leadership Structure |
• Chief Executive Officer: Andrew M. Alexander |
• Chairman of the Board: Stanford Alexander |
• Active engagement by all Trust Managers, including nine independent Trust Managers under the leadership of the Chair of the Governance and Nominating Committee |
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| The Board believes that this is the optimal structure to guide the Company and maintain the focus required to achieve the business goals and grow shareholder value. |
We believe it is the Chief Executive Officer’s responsibility to run our Company, and the Chairman’s responsibility to
runlead the Board. As
trust managersTrust Managers continue to have more oversight responsibility, we believe it is beneficial to have a Chairman whose job is to lead the Board, as well as facilitating communication
amongst trust managersamong Trust Managers and management and setting the Board’s agendas in consultation with the Chief Executive
Officer.Officer, with input from the Chair of the Governance and Nominating Committee.
Importantly, all Trust Managers play an active role in overseeing the Company's business at both the Board and committee levels. The core responsibility of the Trust Managers is to exercise their business judgment to act in what they reasonably believe to be in the best interest of the Company and our shareholders. Our Board consists of a majority of independent trust managersTrust Managers who are currently serving or have served as members of senior management and/or directors of other companies. TheseIn these roles, the non-employee Trust Managers have been called upon to provide solutions to various complex issues and are expected to, and do, ask hard questions of management. This is one of the many reasons the non-employee Trust Managers are well-equipped to oversee the success of the business and provide advice and counsel to our Chief Executive Officer and our other executive officers.
Pursuant to the Board's governance policies, if the Chairman of the Board is not independent, the Chair of the Governance and non-executive trust managersNominating Committee will serve in a lead capacity to coordinate the activities of the other non-employee Trust Managers, and to perform such other duties and responsibilities as the Board may determine. The specific responsibilities of the Chair of the Governance and Nominating Committee are as follows:
Presiding at all meetings of the Board at which the Chairman and/or Chief Executive Officer is not present, including executive sessions of the independent Trust Managers, and taking the lead role in communicating to the Chairman of the Board and/or Chief Executive Officer any feedback, as appropriate.
Assisting in the recruitment of Board candidates.
Working with Committee Chairs to ensure Committee work is conducted at the Committee level and reported to the Board and/or Chief Executive Officer. Communicating with independent Trust Managers between meetings when appropriate.
Request that the Chairman call meetings of the independent Trust Managers, as appropriate.
Serving as principal liaison on Board-wide issues between the independent Trust Managers and the Chairman of the Board and/or Chief Executive Officer.
Providing the Board performance feedback to the Chairman of the Board and/or Chief Executive Officer.
In conjunction with the Chairman of the Board and Chief Executive Officer, developing Board meeting agendas and ensuring critical issues are included and sufficient time is included for discussion of all agenda items.
Advising the Chairman of the Board and/or Chief Executive Officer on the quality, quantity, appropriateness and timeliness of information provided to the Board.
Under our bylaws, regular meetings of the Board are held at such times as the Board may determine. Also, the non-employee Trust Managers meet regularly in executive session at a minimum of two times a year, without the presence of management or executive trust managers toemployed Trust Managers. These meetings encourage free discussion among the independentnon-employee Trust Managers and non-executive trust managers and to assure independent oversight of management. Furthermore, our Board committees, which oversee significant matters such as the integrity of our financial statements, the compensation of executive management, and the development and execution of corporate governance policies, are comprised solely of independent trust managers. Our independent and non-executive trust managers offer suggestions on the Board meeting agendas, provide feedback to our Chief Executive Officer following executive sessions and provide guidance in implementing key strategies. Trust Managers.
In addition, the Board has an annual self-assessment, which is overseen by the Governance and Nominating Committee, in which the
trust managersTrust Managers consider whether the current leadership structure continues to be optimal for us and our shareholders. Therefore, our Board believes that, due to the number of independent, experienced
trust managersTrust Managers on the Board and the roles that our independent and
non-executive trust managersnon-employee Trust Managers perform, our leadership structure provides effective corporate governance and independent oversight of both our Board and our executive officers. Our current leadership structure, when combined with our independent and
non-executive trust managers’non-employee Trust Managers’ component of our Board and our overall corporate governance structure, creates a balance between strong and consistent leadership and independent oversight of our business.
Board’s RoleBoard Meetings and Committees In 2014, the Board held five meetings, and committees of the Board held a total of ten meetings. Overall attendance at such meetings was approximately 98%. Each Trust Manager attended 89% or more of the aggregate of all meetings of the Board and the committees on which he or she served during 2014, while the Trust Manager was a member of the Board or committee. All of our Trust Managers are strongly encouraged to attend our Annual Meeting. Our 2014 Annual Meeting was attended by all of our Trust Managers.
The Board has a Governance and Nominating Committee, an Audit Committee, a Management Development and Executive Compensation Committee ("Compensation Committee"), and an Executive Committee. Each Board committee has a written charter that sets forth the purposes, goals and responsibilities of the committee, which are available on the Company's website, www.weingarten.com, by clicking on "Investor Relations," and then "Governance Documents."
The following table summarizes the responsibilities of the committees.
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| Committee | | Primary Responsibilities |
| | |
| Governance and Nominating | | The Governance and Nominating Committee, pursuant to a written charter, has the responsibility to: (1) oversee the nomination of individuals to the Board, including the identification of individuals qualified to become Trust Managers and the recommendation of such nominees; (2) develop and recommend to the Board a set of governance principles; (3) recommend Trust Manager compensation and benefits; and (4) oversee matters of governance to ensure that the Board is appropriately constituted and operated to meet its fiduciary obligations, including advising the Board on matters of Board organization, membership and function and committee structure and membership. |
| Audit | | The Audit Committee, pursuant to a written charter, represents and assists the Board in fulfilling its oversight responsibility relating to the integrity of our financial statements and financial reporting processes, the systems of internal accounting and financial controls and the annual independent audit of our financial statements. The Audit Committee also oversees our compliance with legal and regulatory requirements and our ethics policies, our independent registered public accounting firm's independence and qualifications and the performance of our internal audit functions and public accounting firm. The Audit Committee also oversees investigations into complaints concerning financial matters. The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisers as the Audit Committee deems necessary to carry out its duties. |
| Compensation | | The Compensation Committee, pursuant to a written charter, has overall responsibility for evaluating and approving compensation plans, policies and programs applicable to the executives officers of the Company. The Compensation Committee also provides general oversight for our compensation structure, including our equity compensation plans and benefit programs. The Compensation Committee has the sole authority to retain and terminate any compensation consultant, outside legal counsel or other compensation experts. Other specific duties and responsibilities of this committee include: reviewing the leadership development process; reviewing and approving objectives relative to executive officer compensation; and approving employment agreements for executive officers. |
| Executive | | Subject to applicable law, the Executive Committee may exercise the powers of the Board in the management of the business and affairs of the Company with regard to matters that arise between regularly-scheduled Board meetings, to the extent authorized by the Board. The Board has authorized the Executive Committee to enter into transactions to acquire and dispose of real property, execute certain contracts and agreements, including but not limited to, borrowing money and entering into financial derivative contracts, leases (as landlord or tenant) and construction contracts valued up to $100 million. |
The following table describes the current members of each of the committees and the number of meetings held during 2014.
|
| | | | |
Name | Governance and Nominating (1) | Audit (2) | Compensation (3) | Executive |
| Andrew M. Alexander | | | | Chair |
| Stanford Alexander | | | | X |
| Shelaghmichael Brown * | X | | | |
| James W. Crownover * | Chair | | X | |
| Robert J. Cruikshank * | | X | | X |
| Melvin A. Dow * | X | | | X |
| Stephen A. Lasher * | | Chair | X | X |
| Thomas L. Ryan * | | X | | |
| Douglas W. Schnitzer * | | X | | |
| C. Park Shaper * | | | X | |
| Marc J. Shapiro * | X | | Chair | |
| Number of Meetings | 3 | 4 | 3 | 0 |
__________
| |
| * | Independent Trust Manager |
| |
| (1) | Each member of the Governance and Nominating Committee meets the independence requirements of NYSE and our governance policies. |
| |
| (2) | Each member of the Audit Committee meets the independence requirements of NYSE, The Securities Exchange Act of 1934 and our governance policies. Each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements. The Board has determined that Messrs. Cruikshank and Ryan meet the definition of an Audit Committee financial expert promulgated by the SEC. |
| |
| (3) | Each member of the Compensation Committee meets the independence requirements of NYSE and our governance policies. |
The Board generally holds executive sessions of non-employee Trust Managers at the end of each Board meeting. In accordance with our governance policies, our independent Trust Managers will meet at least twice annually in executive session. The Chairman of the Governance and Nominating Committee, currently James W. Crownover, serves as Chairman during any executive session. During 2014, our non-employee Trust Managers met four times in executive session.
Board Oversight of Risk Oversight The Board is elected by the shareholders to oversee their interest in the long-term health and the overall success of our business and financial strength. In order to fulfill its responsibilities, the Board oversees the proper safeguarding of the Company's assets, the maintenance of appropriate financial and internal controls and our compliance with applicable laws and regulations and proper governance. Inherent in these responsibilities is the Board's understanding and oversight of the various risks facing us. The Board does not view risk in isolation. Risks are considered in virtually every business decision and as part of our business strategy. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for us to remain competitive and achieve our goals.
|
|
| Oversight of Risk |
• The Board oversees risk management. |
• The Audit Committee, which meets regularly and reports back to the full Board, plays a significant role in carrying out the risk oversight function. |
• Our management is charged with managing risk, through robust internal processes and strong internal controls. |
Effective risk oversight is an important priority of the Board. The Board has implemented a risk governance framework designed to:
understand critical risk in our business and strategy;
allocate responsibilities for risk oversight among the full Board and its committees, primarily the Audit Committee;
evaluate our risk management processes and whether they are functioning properly;
facilitate open communicate between management and Trust Managers; and
foster an appropriate culture of integrity and risk awareness.
Although our Board is responsible for the oversight of our risk management, our Audit Committee is primarily responsible for overseeing the Company’s risk management function on behalf of the Board. The Audit Committee receives regular updates from management regarding the Company’s assessment of risks. In addition, the Audit Committee, which also considers our risk profile, reports regularly to the Board. The Audit Committee and the Board focus on the most significant risks facing the Company and the Company’s general risk management strategy, and also ensure that risks undertaken by us are consistent with the Board’s levels of risk tolerance.
Our Board is involved in risk oversight through direct decision-making authority with respect to significant matters and the oversight of management by our Board and its committees. In particular, our Board administers its risk oversight function through (1) the review and discussion of regular periodic reports
made by management to our Board and its committees on topics relating to the risks that we face, including, among others, market conditions,
tenant/borrowertenant concentrations and credit worthiness, leasing activity and expirations, liquidity, compliance with debt covenants, management of debt maturities, access to debt and equity capital markets, existing and potential legal claims against us and various other legal, regulatory, accounting, and strategic matters relating to our
business,business; (2) the required approval by our Board or a committee of significant transactions and other decisions, including, among others, acquisitions and dispositions of properties, originations and acquisitions of loans, new borrowings and the appointment and retention of our senior
management,management; (3) the direct oversight of specific areas of our business by the
Management Development and Executive Compensation, Audit and Governance and Nominating
Committees,Committees; and (4) regular periodic reports from our auditors and other outside consultants regarding various areas of potential risk, including, among others, those relating to our qualification as a
REITreal estate investment trust ("REIT") for tax purposes and our internal controls over financial reporting. Our Board also relies on management to bring significant matters impacting our Company to its attention. While the Board oversees our overall risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing us and that our
boardBoard leadership structure supports this approach.
Our Company regularly assesses risks related to our compensation programs, including our executive compensation programs, and does not believe that the risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on our Company. At the
Management Development and Executive Compensation Committee’s
(the “Compensation Committee”) direction, the Compensation Committee’s independent compensation consultant, FPL Associates L.P. (“FPL”), provides ongoing information to the Compensation Committee regarding compensation factors that could mitigate and/or discourage excessive risk taking.
Code
Codes of Business Conduct and Ethics We are committed to building relationships based on integrity. Our Board has adopted
a codecodes of conduct and ethics as required by the listing standards of the NYSE that applies to all of our
trust managers,Trust Managers, executive officers and employees. The
codecodes of conduct and ethics
waswere designed to assist
trust managers,Trust Managers, our executive officers and our employees in complying with the law, in resolving moral and ethical issues that may arise and in complying with our policies and procedures. Among the areas addressed by the
codecodes of conduct and ethics are compliance with applicable laws, conflicts of interest, use and protection of
ourthe Company’s assets, confidentiality, public company reporting, accounting matters, records retention and fair dealing.
These codes are available on the Company's website, www.weingarten.com, by clicking on "Investor Relations," and then "Governance Documents."
Whistleblowing and Whistleblower Protection Our Audit Committee has established procedures for (1) the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters and (2) the confidential and anonymous submission of concerns regarding questionable accounting or auditing matters. Individuals may contact our Audit Committee to report complaints or concerns relating to our financial reporting by writing to the Chairman of our Audit Committee, described in the "Questions and Answers about Communications, Shareholder Proposals and Company Documents" section beginning on page 57. Also, reports can be made through the internet at weingarten.alertline.com or by calling (866) 869-8382, a 24 hour hotline. Any such communications may be made anonymously.
Share Ownership Guidelines The Board has established common share ownership guidelines for all of our officers. The guidelines require ownership of common shares with a market value that meets a minimum base compensation multiple as follows: Chairman and CEO/President - 5 times base compensation, Executive Vice Presidents - 3 times base compensation, Senior Vice Presidents - 2.5 times base compensation, Vice Presidents -1 times base compensation. Officers are expected to be in compliance by December 2009 or by the completion of their fifth anniversary of becoming an officer of the Company. All named executive officers are required to retain shares that are acquired as a result of vesting of restricted shares for a minimum of one year.
The Board has also established share ownership guidelines for all of our non-employee Trust Managers, which provides for a minimum beneficial ownership target of our common shares with a market value of $250,000 within five years of joining the Board.
Each Trust Manager and executive officer is currently in compliance with these guidelines.
Short Selling, Hedging and Pledging Prohibitions The Board considers it inappropriate for any Trust Manager or named executive officer to enter into speculative transactions in our securities. Accordingly, our governance policies prohibit Trust Managers and named executive officers from engaging in short sales, options trading, or other similar derivative transactions in our securities, or hedging or monetization transactions, such as zero-cost collars and forward sale contracts, in which the individual continues to own the underlying security without the full risks and rewards of ownership. In addition, Trust Managers and named executive officers may not purchase our shares on margin, hold our shares in a margin account or pledge our shares as collateral for a loan because a margin sale or foreclosure sale may occur at a time when such trust manager or officer is prohibited from trading under our insider trading policy.
Our governance policies prohibit the repricing of options to purchase common shares, which means that the exercise price for options may not be lowered even if the current market price of our shares is below the exercise price.
Recoupment of Incentive Compensation Our governance policies include a clawback policy applicable to our named executive officers and all other associates that provides that in the event of fraud or a material restatement of our financial statements (other than in connection with a change in accounting policy), the facts and circumstances that led to the fraud and/or the requirement for the restatement will be reviewed and appropriate action will be taken. See Additional Compensation Information - Clawback of Compensation on page 40 for additional information.
Trade Associations and Lobbying We pay member dues to two trade associations: the National Association of Real Estate Investment Trusts (“NAREIT”) and the International Council of Shopping Centers (“ICSC”). Dues paid to NAREIT and ICSC are not used for political contributions, although NAREIT and ICSC may perform lobbying activities on behalf of their members.
We do not have specific corporate policies regarding lobbying activities. We evaluate our needs for such activity based upon the issues facing our business and the industry. Currently, we do not engage in any direct lobbying or grassroots lobbying activities and do not make direct political contributions.
We have not had any significant controversies, fines or litigation related to lobbying activities or political contributions.
Procedures for NominatingIndependence of Trust Managers
Our governance policies provide that a majority of the Trust
Manager QualificationsManagers serving on our Board must be independent as required by the listing standards of the NYSE and the applicable rules promulgated by the SEC.
The Governance and Nominating Committee seeks to ensure that the Board, is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. In identifying trust manager candidates,through the Governance and Nominating Committee, considersannually reviews all relevant business relationships a Trust Manager or nominee for Trust Manager may have with the following: (1) the comments and recommendations of trust managers regarding the qualifications and effectivenessCompany. Based on its annual review, our Board has determined that each of the existingfollowing Trust Managers standing for re-election has no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us) and is independent within the meaning of our Trust Manager independence standards, which reflect the NYSE Director Independence Standards, as currently in effect: Ms. Brown, and Messrs. Crownover, Cruikshank, Dow, Lasher, Ryan, Schnitzer, Shaper and Shapiro. The Board or additional qualificationshas determined that may be required when selecting new trust managers that may be made in connection with our annual Board’s self-examination, (2)Messrs. A. Alexander and S. Alexander are not independent Trust Managers within the required expertise and diversification comprisingmeaning of the current Board’s membership, (3)NYSE Director Independence Standards because they are employees of the independence of trust managers and any other possible conflicts of interest of existing and potential trust managers and (4) any other factorsCompany.
Furthermore, the Board
deems appropriate to consider.The minimum qualifications for prospective Board members are a successful professional career as well as the potential to contribute to the effectivenesshas determined that each of the Board. Potential candidates must be at least 18 years of age and not more than 75 years old. Trust managers who started serving on the Board as of April 1, 2000 are exempt from this prerequisite. Beyond these minimum qualifications, the first priority in selecting members of the Board is to attract a groupeach of individuals that will maximize shareholder value, which generally means attracting individuals of the highest capabilities. Another focus is on individuals who demonstrate the highest ethical standards. Critical Board functions involve setting the Company’s basic strategy, monitoring senior management and offering insight/expertise in the selection of tactics and operational policies drawing on trust managers’ outside experiences. In discharging its responsibilities, diversity of experience and perspectives is considered valuable. In considering Board composition and nomination for new Board members, the Governance and Nominating, Committee focuses on several aspects of prior experience including real estate (especially retail shopping center real estate) experience, experienceAudit and Compensation Committees has no material relationship with us (either directly or as a Chief Executive Officerpartner, shareholder or officer of an organization that has a public company, accounting/audit experience, legal experiencerelationship with us) and academic experience.
Process for Identifying and Evaluating Nominees for Trust Managers
The Governance and Nominating Committee will consider trust manager candidates proposed by shareholders onis independent within the same basis as it considers other potential candidates for Board membership. Shareholder nominee recommendations need to include the nominee’s name, address and an explanation of the nominee’s qualifications. Nominee qualifications should include biographical information evidencing that the proposed nominee meets the minimum qualifications and possesses the skills and expertise as requiredmeaning established by the Board and as described above under “Trust Manager Qualifications.” The submission must also include the candidate’s written consent to the nomination and to serve if elected which must be submitted to M. Candace DuFour, Senior Vice President and Secretary, at P.O. Box 924133, Houston, Texas 77292-4133. To propose recommendations for the 2013 annual meeting, see instructions under “Shareholder Proposals for 2013 Annual Meeting of Shareholders” on page 43. We did not receive any proposals for nominating trust managers from our shareholders during 2011.
Board Meetings and Committees
During 2011, the Board held four meetings. No trust manager attended less than 85% of the total number of Board and committee meetings on which the trust manager served that were held while the trust manager was a member of the Board or committee, as applicable. All of our trust managers are strongly encouraged to attend our annual meeting of shareholders. Our 2011 Annual Meeting of Shareholders was attended by 89% of our trust managers. The Board’s current standing committees are as follows:
| | | | | | | | | | |
Name
| | Governance
and
Nominating
Committee
| | Audit
Committee
| | Management
Development and
Executive
Compensation
Committee
| | Executive
Committee
| | Pricing
Committee
|
Employee Trust Managers:
| | | | | | | | | | |
Andrew M. Alexander
| | | | | | | | X (1) | | X (1) |
Stanford Alexander
| | | | | | | | X | | X |
Non-Employee Trust Managers:
| | | | | | | | | | |
James W. Crownover
| | X (1) | | | | X | | | | |
Robert J. Cruikshank
| | | | X | | X | | X | | X |
Melvin A. Dow
| | | | | | | | X | | |
Stephen A. Lasher
| | | | X (1) | | X | | X | | X |
Douglas W. Schnitzer
| | X | | X | | | | | | |
C. Park Shaper
| | X | | X | | | | | | |
Marc J. Shapiro
| | X | | | | X (1) | | | | X |
(1) Chairman
Governance and Nominating Committee
The Governance and Nominating Committee, which operates pursuant to a written charter, has the responsibility to (1) oversee the nomination of individuals to the Board, including the identification of individuals qualified to become trust managers and the recommendation of such nominees; (2) develop and recommend to the Board a set of governance principles; and (3) oversee matters of governance to ensure that the Board is appropriately constituted and operated to meet its fiduciary obligations, including advising the Board on matters of Board organization, membership and function and committee structure and membership. The Governance and Nominating Committee also recommends trust manager compensation and benefits. The Governance and Nominating Committee recommends to the Board the slate of individuals to be presented for election as trust managers, including consideration of nominees made by shareholders. The Governance and Nominating Committee shall establish criteria for the selection of potential trust managers, taking into account the following desired attributes: ethics, leadership, independence, interpersonal skills, financial acumen, business experiences, industry knowledge and diversity of viewpoints. The same criterion is applied to candidates recommended by any source. See “Governance of Our Company – Procedures for Nominating Trust Managers” on page 7 and “Shareholder Proposals for 2013 Annual Meeting of Shareholders” on page 43. The Governance and Nominating Committee met four times in 2011.
Audit Committee
NYSE. The Audit Committee which acts pursuant to a written charter, assistsmembers also satisfy the Board in fulfilling its responsibilities for general oversight of (1) our financial reporting processesseparate SEC and the audit of our financial statements, including the integrity of our financial statements; (2) our compliance with ethical policies contained in our code of conduct and ethics; (3) legal and regulatory requirements; (4) theNYSE independence qualification and performance of our independent registered public accounting firm; (5) the performance of our internal audit function; and (6) risk assessment and risk management. The Audit Committee has the responsibility for selecting our independent registered public accounting firm and approving audit and non-audit services. Among other things, the Audit Committee prepares the Audit Committee report for inclusion in the annual proxy statement; reviews the Audit Committee charter and the Audit Committee’s performance; and reviews our disclosure controls and procedures, information security policies and corporate policies with respect to financial information and earnings guidance. The Audit Committee also oversees investigations into complaints concerning financial matters. The Audit Committee has the authority to obtain advice and assistance from outside legal, accountingrequirement that provides that no member may accept directly or indirectly any consulting, advisory or other advisors as the Audit Committee deems necessary to carry out its duties. The Audit Committee met four times in 2011.
Management Development and Executive Compensation Committee
The Compensation Committee (1) discharges the Board’s responsibilities to establish the compensation of our executives; (2) produces an annual report on executive compensation for inclusion in our annual proxy statement; (3) provides general oversight for our compensation structure, including our equity compensation plans and benefit programs; and (4) retains and approves the terms of the retention of any compensation consultant or other compensation experts. Other specific duties and responsibilities of this committee include reviewing the leadership development process; reviewing and approving objectives relative to executive officer compensation; approving employment agreements for executive officers; approving and amending our incentive compensation and equity awards (subject to shareholder approval if required); and annually evaluating its performance and its written charter. The Compensation Committee met five times during 2011. The Compensation Committee retained FPL, an outside compensation firm, to assist in considering compensation for all our executive officers listed in the “Summary Compensation Table” on page 30 and also provided additional consultation services on our long-term equity incentive program. FPL provided no other remunerated services tocompensatory fees from the Company or any of its affiliates.
Executivesubsidiaries other than compensation for the services as a Trust Manager. The Compensation Committee
The Executive Committee has members also satisfy the authority to enter into transactions to acquireseparate SEC and disposeNYSE independence requirements that require consideration of real property, execute certain contracts and agreements, including, but not limited to, borrowing money and entering into financial derivative contracts, leases (as landlordany consulting, advisory or tenant) and construction contracts valued up to $100 million. The Executive Committee was establishedother compensatory fees paid by the BoardCompany to approve these significant transactions. The Executive Committee did not meet during 2011.
Pricing Committee
The Pricing Committee is authorizedTrust Manager, whether the Trust Manager receives compensation from any person or entity that would impair the Trust Manager's ability to exercise allmake independent judgments about the powersCompany's executive compensation, and whether an affiliate relationship places the Trust Manager under the direct or indirect control of the BoardCompany or it senior management or whether it creates a direct relationship between the Trust Manager and senior management, in connection witheach case of a nature that would impair the offering, issuanceTrust Manager's ability to make independent judgments about the Company's executive compensation.
We review all relationships and
saletransactions in which we and our significant shareholders, Trust Managers and executive officers or their respective immediate family members are participants to determine whether such persons have a direct or indirect material interest in a transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to us or a related party are appropriately disclosed. We also disclose transactions or categories of
transactions we consider in determining that a Trust Manager is independent. In addition, our
securities. The Pricing Committee did not meet during 2011.Audit and Governance and Nominating Committees review and, if appropriate from both a financial and governance perspective, approve or ratify any related party transaction that is required to be disclosed.
Charters
Each Board committee other than the Executive Committee and the Pricing Committee has a written charter that sets forth the purposes, goals and responsibilities
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the
committee. The charters are posted onSecurities Exchange Act of 1934 requires our
website at www.weingarten.com.Trust Manager Compensation Table
The following table provides compensation information for the one-year period ended December 31, 2011 for each non-employee member of our Board.
| | | | | | |
Name | | Fees Earned or Paid in Cash ($) (1) | | Share Awards ($) (2) | | Total ($) |
| | | |
James W. Crownover | | $ 38,750 | | $ 90,105 | | $ 128,855 |
| | | |
Robert J. Cruikshank | | 37,750 | | 90,105 | | 127,855 |
| | | |
Melvin A. Dow | | 28,750 | | 90,105 | | 118,855 |
| | | |
Stephen A. Lasher | | 42,750 | | 90,105 | | 132,855 |
| | | |
Douglas W. Schnitzer | | 37,750 | | 90,105 | | 127,855 |
| | | |
C. Park Shaper | | 37,750 | | 90,105 | | 127,855 |
| | | |
Marc J. Shapiro | | 38,750 | | 90,105 | | 128,855 |
(1)
| Effective during 2011, each non-employee trust manager receives an annual cash retainer fee in the amount of $30,000. The Audit Committee Chairman received an additional $10,000 and each Audit Committee member received an additional $5,000. The Chairmen of all other committees received an additional $6,000 and non-employee committee members received an additional $4,000. Members of the Executive and Pricing Committees receive no additional compensation for their services.
|
(2)
| Each non-employee trust manager received an award on May 9, 2011 of 3,447 restricted shares, with a fair market value of $26.14 per share, the closing price of our common shares on the date of grant. Restricted shares awarded to trust managers must be held for a minimum of five years from the date of grant.
|
PROPOSAL ONE
ELECTION OF TRUST MANAGERS
Pursuant to the Texas Business Organizations Code, our amendedManagers and restated declaration of trustexecutive officers, and our amended and restated bylaws, our business, property and affairs are managed under the direction of the Board. At the Annual Meeting, nine trust managers will be elected by the shareholders, each to serve until his successor has been duly elected and qualified, or until the earliest of his death, resignation or retirement. Regardless of the number of votes each nominee receives, pursuant to the Texas Business Organizations Code, each trust manager will continue to serve unless another nominee receives the affirmative vote of the holders of 66 2/3%persons who own more than 10% of our outstanding common shares.
The persons named as proxies will vote your shares as you specify. If you failCommon Shares, to specify how you want your shares voted,file reports of holdings and transactions in our securities with the shares will be voted in favorSEC and the NYSE. Executive officers, Trust Managers and greater than 10% beneficial owners are required by applicable regulations to furnish us with copies of all Section 16(a) forms they file with the SEC.
Based solely upon a review of the
nominees listed below. The Board has proposed the following nominees for election as trust managers at the Annual Meeting. Each of the nominees was nominated by the Governance and Nominating Committee and each nominee is currently a member of the Board. The Governance and Nominating Committee did not receive any nominations for trust manager from any person.All nominees have consentedreports furnished to serve as trust managers. The Board has no reasonus with respect to fiscal 2014, we believe any of the nominees will be unablethat all SEC filing requirements applicable to act as trust manager. However, if a trust manager is unable to stand for re-election, the Board may either reduce the size of the Board or the Governance and Nominating Committee may designate a substitute. If a substitute nominee is named, the proxies will vote for the election of the substitute.
Nominees
Stanford Alexander, Chairman of the Board ofour Trust Managers, since 2001. Chief Executive Officer from 1997 to 2000. President from 1962 to 1997. Trust manager since 1956executive officers and our employee since 1955. Age: 83
Mr. S. Alexander earned a master’s degree in business administration from The Harvard Business School. Mr. S. Alexander has an over 50-year career with the Company. During Mr. S. Alexander’s tenure, he served as Chief Executive Officer from 1993 to 2000 and as President from 1962 to 1993. He is a past Chairman and current member of NAREIT. Mr. S. Alexander is also a longtime member of ICSC. Other current board positions include The University of Texas, M.D. Anderson Cancer Center Board of Visitors and Development Board, the National Trustee of National Jewish Medical and Research Center, and the University of Houston-Downtown Advisory Board. Mr. S. Alexander’s experience and knowledge of over 50 years in the real estate industry, as well as his experience managing the Company, provide him the ability to perform his function as a member of our Board.
Andrew M. Alexander, trust manager since 1983. Chief Executive Officer since 2001. President since 1997. Executive Vice President/Asset Manager from 1993 to 1996 and President of Weingarten Realty Management Company since 1995. Senior Vice President/Asset Manager of Weingarten Realty Management Company from 1990 to 1993, and Vice President of the Company from 1984 to 1990. Mr. Alexander has been our employee since 1978. Formerly he was a director of Academy Sports & Outdoors, Inc., which was sold in 2011. Age: 55
Mr. A. Alexander graduated from the University of Texas with the highest honors majoring in real estate. Mr. A. Alexander joined the Company in 1978 as a Leasing Executive in the Retail Division. He was appointed Director of the Industrial Division in 1982, and was made Vice President in 1984. In 1985, Mr. A. Alexander was promoted to Director of Leasing and was named Senior Vice President in 1990. In 1995, Mr. A. Alexander was appointed President of Weingarten Realty Management Company while still serving as Senior Vice President for the Company. He was named President of the Company in 1997 and was appointed the Company’s Chief Executive Officer in 2001.
Mr. A. Alexander is active in a number of civic and charitable organizations. He serves as a director of The Houston Food Bank, The Texas Medical Center and The Greater Houston Partnership. He has previously served on a number of boards including Houston Achievement Place and The Gladney Center. Mr. A. Alexander serves on the Board of NAREIT and is a Trustee and past Chairman of ICSC, our trade associations. Mr. A. Alexander’s knowledge of the Company, experience serving as President and Chief Executive Officer for over 15 years, serving on other boards and his ability to understand complex financial and real estate transactions provides him the ability to perform his function as a member of our Board.
James W. Crownover,trust manager since 2001. Since 1998, Mr. Crownover has served on a number of corporate boards, donated his time to charitable endeavors and managed his personal investments. He currently serves as Chairman of the Board of Republic Services, Inc. (previously Audit Committee member and Integration Committee member) and as a director of Chemtura Corporation (Environmental Health and Safety Committee Chairman, Compensation Committee member and Nominating and Governance Committee member) and FTI Consulting, Inc. (Compensation Committee Chairman and Nominating and Corporate Governance Committee member). Previously he served on the boards of Unocal Corporation (Audit Committee Chairman and Pension Committee Chairman), Great Lakes Chemical Corporation (Presiding Director) which merged into Chemtura Corporation and Allied Waste Industries (Governance Committee Chairman and Audit Committee member) which merged into Republic Services, Inc. Among several charitable roles, he serves as Chairman of the Board of Trustees of Rice University. Age: 68
Mr. Crownover earned a master’s degree in business administration from The Stanford Business School. Mr. Crownover completed a 30-year career with McKinsey & Company, Inc. (“McKinsey”), an international consulting firm, in 1998. He was managing partner of its southwest practice from 1984 to 1994 and a member of its board of directors from 1990 to 1998. Mr. Crownover was a leader of McKinsey’s energy practice through much of this period, working Asia, Europe and Latin America, as well as the United States. This practice dealt with strategic, organizational and operational issues.
Mr. Crownover’s knowledge of the Company, his extensive involvement in serving on corporate boards, and his work on a range of board committees (frequently as committee chairman) which provide him with a broad range of experience in corporate governance matters, his experience in dealing with business issues for 30 years with McKinsey and his significant work internationally provide him the ability to perform his function as a member of our Board.
Robert J. Cruikshank, trust manager since 1997. Since 1993, Mr. Cruikshank has managed his personal investments. Senior Partner of Deloitte & Touche LLP from 1989 to 1993 and Managing Partner from 1974 to 1989. He currently serves on the board of MAXXAM, Inc. (Audit Committee member, Conflicts Committee member, Compensation Committee member and Compliance Committee member) and has served in this position since May 1993. He also served on the boards of Kaiser Aluminum Corporation (Audit Committee member and Compensation Committee member) from 1997 to 2007 and Encysive Pharmaceuticals Inc. (Audit Committee Chairman) from 1993 to 2008. Age: 81
Mr. Cruikshank is a certified public accountant (“CPA”) and completed the Harvard Advanced Management Program. He worked for Deloitte & Touche LLP, a major, internationally recognized audit firm, primarily in the audit function for 37 years, of which part of his tenure was on our engagement. Additionally, for two years, Mr. Cruikshank served as visiting lecturer at Rice University where he taught auditing to fifth year students.
Mr. Cruikshank’s training as a CPA emphasized statistical sampling methods, risk management assessment and technical auditing and generally accepted accounting principal (“GAAP”) applications. This knowledge and experience enables him to understand, as well as question, both our internal and external auditors. Prior Audit Committee experience, primarily while on the board of a trading business, required extensive risk management knowledge and the establishment of acceptable risk tolerance ranges for monetary investments. Mr. Cruikshank’s knowledge of the Company, experience serving other boards and his ability to understand GAAP and public company reporting requirements provide him the ability to perform his function as a member of our Board.
Melvin A. Dow, trust manager since 1984. Partner of Haynes and Boone, LLP since January 2010. Served as a Shareholder with Winstead P.C. (Formally Winstead, Sechrest & Minick P. C.) from 2001 to 2009. Chairman/Chief Executive Officer of Dow, Cogburn & Friedman, P.C. (which merged with Winstead, Sechrest & Minick P.C. in 2001) from 1995 to 2001. Age: 84
Mr. Dow earned a juris doctorate degree from Harvard Law School. Mr. Dow was a founding partner of Dow, Cogburn & Friedman, P.C. law firm which subsequently merged with Winstead, Sechrest & Minick P.C. Mr. Dow has extensive experience with a wide range of sophisticated business and commercial real estate transactions, including the structuring of transactions, negotiation of business issues and the supervision of complex documentation. His work involves a broad range of properties, including shopping centers, office buildings, subdivision developments, warehouse/industrial properties and unimproved land.
Mr. Dow is a charter member of the American College of Real Estate Lawyers, has been included in Best Lawyers in America for 26 consecutive years (based on election by peers); has lectured on real estate law subjects at various legal seminars; and has served as a member of the Harvard Law School Board of Overseers’ Visiting Committee. Mr. Dow’s knowledge, contributions and experience within the real estate industry provide him the ability to perform his function as a member of our Board.
10% beneficial owners were filed timely except that Stephen A. Lasher, trust manager since 1980. Managing Director of The GulfStar Group, Inc. since 1990 and President of The GulfStar Group, Inc. since 1991. He served as failed to timely file a director of Conservatek Industries (Compensation Committee) from 1995 to 2009. Age: 64
Mr. Lasher is a co-founder of The GulfStar Group, Inc. and has more than 30 years experience in the securities industry. Mr. Lasher began his career in 1970 at Rotan Mosle Inc. where he served in a variety of positions, including Executive Vice President of Sales and Marketing. From 1985 to 1990, Mr. Lasher managed Rotan Mosle Inc.’s Corporate Finance Department. Mr. Lasher is currently a director of several private companies and has served on several other publicly-listed company boards. Mr. Lasher earned a bachelor’s degree from Vanderbilt University.
Since its founding, The GulfStar Group, Inc. has become a leading middle-market investment banking firm focused on the needs of private business owners that bring quality deal flow to the institutional financial community and strategic buyers. Mr. Lasher has extensive experience with a wide-range of complex business and commercial real estate transactions, including the structuring of transactions and negotiation of business issues. Mr. Lasher’s financial market knowledge and experience provide him the ability to perform his function as a member of our Board.
Douglas W. Schnitzer, trust manager since 1984. Chairman/Chief Executive Officer of Senterra Real Estate Group, L.L.C. since 1994. Age: 55
Mr. Schnitzer is a founding partner, as well as Chairman and Chief Executive Officer of Senterra Real Estate Group, L.L.C., a real estate company responsibleForm 4 for the leasing and management of over five million square feet of office space, as well as property acquisition and development of commercial real estate. Mr. Schnitzer is also the President of Schnitzer Senterra Inc., which is involved in numerous real estate partnerships, automobile dealerships and various operating companies in the Houston Ship Channel. From 1986 to 1989, he was President of U.S. Commercial Brokerage, a wide-ranging brokerage company engaged in the acquisition and disposition of varied real estate properties throughout the country. Mr. Schnitzer earned a bachelor’s degree from The University of Arizona. His work experience includes negotiation and execution of major lease agreements, structuringsix sales of large mixed-use commercial propertiesan aggregate of 32,500 shares between December 10, 2014 and marketing responsibility for major commercial property holdings in Houston and San Antonio, Texas. Mr. Schnitzer’s knowledge and experience within the real estate industry provide him the ability to perform his function as a member of our Board.
C. Park Shaper, trust manager since 2007. President of Kinder Morgan, Inc., Kinder Morgan Energy Partners, L.P., and Kinder Morgan Management, LLC, since 2005. Served as Executive Vice President and Chief Financial Officer from 2004 to 2005. Served as Vice President and Chief Financial Officer from 2000 to 2004. Currently serves as a director on the boards of Kinder Morgan G.P., Inc. (General Partner of Kinder Morgan Energy Partners, L.P.) and Kinder Morgan Management, LLC since 2003 and Kinder Morgan, Inc. since 2007. Age: 43
Mr. Shaper earned a master’s degree in business administration from the J.L. Kellogg Graduate School of Management at Northwestern University. He has worked for Kinder Morgan, Inc and its affiliates, one of the largest pipeline transportation and energy storage companies in North America, since 2000, where he served as Chief Financial Officer for five years and as President since 2005. As President, Mr. Shaper’s responsibilities include developing and executing the company’s vision and strategy and allocating capital to Kinder Morgan’s business units in a disciplined manner. He has also been instrumental in spearheading the company’s transparent financial reporting and communication to the investment community.
Prior to joining Kinder Morgan, Mr. Shaper served as President and Director of Altair Corporation, an enterprise focused on the distribution of web-based investment research for the financial services industry. In addition, he has served as Vice President and Chief Financial Officer for First Data Analytics, a wholly-owned subsidiary of First Data Corporation. Mr. Shaper has also been a consultant for The Boston Consulting Group, as well as the Strategic Services Division of Andersen Consulting, and has previous experience with TeleCheck Services, Inc. Mr. Shaper’s knowledge and experience in financial reporting and implementing business plans provide him the ability to perform his function as a member of our Board.
Marc J. Shapiro, trust manager since 1985. Since 2003, Mr. Shapiro has served as a consultant to J. P. Morgan Chase & Co. as a non-executive Chairman of its Texas operations. Formerly, he was Vice Chairman for Finance and Risk Management of J. P. Morgan Chase & Co. from 1997 through 2003. He served as Chairman and Chief Executive Officer of Chase Bank of Texas from 1989 to 1997. He currently serves as a director on the boards of Kimberly-Clark Corporation (Lead Director; which includes Chairman of Executive Committee) and The Mexico Fund (Audit Committee member). From 1995 to 2010, he served on the board of Burlington Northern Santa Fe Corporation (Management Development and Compensation Committee Chairman) which was acquired by Berkshire Hathaway Inc. Age: 64
Mr. Shapiro earned a master’s degree in business administration from The Stanford Business School. Mr. Shapiro has completed a 40-year career in finance and management with J. P. Morgan Chase & Co. and its affiliates, a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing and asset management and private equity.
Mr. Shapiro also serves as a trustee on several not-for-profit boards. Mr. Shapiro has served on several public company boards. He has gained experience on various boards’ committees, including service as Chairman. Mr. Shapiro’s knowledge of the Company, experience serving other boards and his ability to understand complex financial and investing transactions and reporting requirements, provides him the ability to perform his function as a member of our Board.
Andrew M. Alexander is the son of Stanford Alexander. Douglas W. Schnitzer is the first cousin of Stephen A. Lasher.
The Board of Trust Managers unanimously recommends that you vote FOR the election of trust managers as set forth in Proposal One.
December 12, 2014.
EXECUTIVE OFFICERSNo trust manager or executive officer was selected as a result of any arrangement or understanding between a trust manager or an executive officer and any other person. All executive officers are elected annually by, and serve at the discretion of, the Board.
Our executive officers are as follows:
| | | | |
| |
Name | | Age | | Position | | Recent Business Experience |
| | | |
Andrew M. Alexander
| | 55 | | President and Chief Executive Officer
| | See “Election of Trust Managers”
|
| | | |
Stanford Alexander
| | 83 | | Chairman of the Board
| | See “Election of Trust Managers”
|
| | | |
Johnny L. Hendrix
| | 54 | | Executive Vice President/ Chief Operating Officer
| | Executive Vice President since 2005; Chief Operating Officer since 2010; 2001 to 2005 - Senior Vice President/Director of Leasing; 1998 to 2000 - Vice President/Associate Director of Leasing
|
| | | |
Stephen C. Richter
| | 57 | | Executive Vice President/Chief Financial Officer
| | Executive Vice President/Chief Financial Officer since 2005; 2000 to 2005 - Senior Vice President and Chief Financial Officer; 1997 to 2000 - Senior Vice President and Treasurer
SHARE OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT |
SHARE OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of our
common sharesCommon Shares as of
February 13, 2012 by (1) each person known by us to own beneficially more than 5% of our outstanding common shares, (2) each current trust manager, (3) each named executive officer, and (4) all current trust managers and named executive officers as a group. As of February 13, 2012, there were 120,852,589 common shares outstanding.January 31, 2015. The number of
sharesCommon Shares beneficially owned by each entity, person,
trust managerTrust Manager or executive officer is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual has a right to acquire as of April
13, 20121, 2015 (60 days after
February 13, 2012)January 31, 2015) through the exercise of any share option or other right. Unless otherwise indicated, each person has sole voting and investment power (or shares such powers with
hishis/her spouse) with respect to the
sharesCommon Shares set forth in the following table.
Unless otherwise noted in a footnote, the address of each person listed below is c/o Weingarten Realty Investors, 2600 Citadel Plaza Drive, Suite 125, Houston, Texas 77008.Certain of the
sharesCommon Shares listed below are deemed to be owned beneficially by more than one shareholder under SEC rules.
| | | | | | | | |
Name | | Amount and
Nature of
Beneficial
Ownership | | | Percent of
Class | |
Trust Managers and Named Executive Officers: | | | | | | | | |
| | |
Andrew M. Alexander | | | 2,943,991 ( | 1) | | | 2.4% | |
| | |
Stanford Alexander | | | 5,621,244 ( | 2) | | | 4.6% | |
| | |
James W. Crownover | | | 32,396 | | | | * | |
| | |
Robert J. Cruikshank | | | 22,636 | | | | * | |
| | |
Melvin A. Dow | | | 1,112,881 ( | 3) | | | * | |
| | |
Johnny L. Hendrix | | | 256,085 ( | 4) | | | * | |
| | |
Stephen A. Lasher | | | 542,909 ( | 5) | | | * | |
| | |
Stephen C. Richter | | | 349,301 ( | 6) | | | * | |
| | |
Douglas W. Schnitzer | | | 1,442,126 ( | 7) | | | 1.2% | |
| | |
C. Park Shaper | | | 20,707 | | | | * | |
| | |
Marc J. Shapiro | | | 91,607 | | | | * | |
| | |
All trust managers and executive officers as a group (11 persons) | | | 11,040,845 ( | 8) | | | 9.0% | |
| | |
Five Percent Shareholders: | | | | | | | | |
| | |
BlackRock, Inc. | | | 9,545,543 ( | 9) | | | 7.8% | |
| | |
Cohen & Steers, Inc. | | | 10,422,345 ( | 10) | | | 8.5% | |
| | |
Invesco Ltd. | | | 6,303,517 ( | 11) | | | 5.1% | |
| | |
The Vanguard Group, Inc. – 23-1945930 | | | 11,048,954 ( | 12) | | | 9.0% | |
| | |
Vanguard Specialized Funds – Vanguard REIT Index Fund – 23-2834924 | | | 6,361,891 ( | 13) | | | 5.2% | |
|
| | | | | | | | |
| Name | | Aggregate Number of Shares Beneficially Owned | | Percent of Outstanding Shares | | Additional Information |
| Trust Managers and Named Executive Officers: |
| Andrew M. Alexander | | 3,115,439 |
| | 2.5 | % | | Includes 697,519 shares over which Messrs. S. Alexander and Dow have shared voting and investment power and 1,012,697 shares that Mr. A. Alexander may purchase upon the exercise of share options that will be exercisable on or before April 1, 2015. Also includes 123,827 shares held by a charitable foundation, over which Mr. A. Alexander and his wife Julie have voting and investment power and 358,482 shares held in trust for the benefit of Mr. A. Alexander's children. |
| Stanford Alexander | | 5,436,323 |
| | 4.4 | % | | Includes 1,123,074 shares held by various trusts for the benefit of Mr. S. Alexander's children and 697,519 shares for which voting and investment power are shared with Messrs. A. Alexander and Dow. Also includes 453,331 shares that may be purchased by Mr. S. Alexander upon the exercise of share options that are currently exercisable or that will become exercisable on or before April 1, 2015. Includes 580,121 shares held by a charitable foundation, over which Mr. S. Alexander and his wife Joan have voting and investment power. |
| Shelaghmichael Brown | | 9,995 |
| | * |
| | |
| James W. Crownover | | 44,178 |
| | * |
| | |
| Robert J. Cruikshank | | 21,920 |
| | * |
| | |
| Melvin A. Dow | | 1,090,425 |
| | * |
| | Includes 697,519 shares over which Messrs. S. Alexander and A. Alexander have shared voting and investment power. |
| Johnny L. Hendrix | | 271,024 |
| | * |
| | Includes 108,412 shares that may be purchase upon the exercise of share options that will be exercisable on or before April 1, 2015. |
| Stephen A. Lasher | | 459,002 |
| | * |
| | Includes 120,000 shares held in trust for the benefit of Mr. Lasher's children and grandchildren, and 70,875 shares held by a charitable foundation, over which Mr. Lasher has voting and investment power. |
| Stephen C. Richter | | 391,541 |
| | * |
| | Includes 188,458 shares that may be purchased upon the exercise of share options that will be exercisable on or before April 1, 2015. |
| Thomas L. Ryan | | 14,195 |
| | * |
| | |
| Douglas W. Schnitzer | | 1,453,108 |
| | 1.2 | % | | Mr. Schnitzer owns 34,978 shares individually. With respect to the remaining shares beneficially owned, Mr. Schnitzer shares voting and investment power with his mother, Joan Weingarten Schnitzer under trusts for Joan Weingarten Schnitzer. |
| C. Park Shaper | | 32,485 |
| | * |
| | |
*
|
| |
| SHARE OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT |
|
| | | | | | | | |
| Name | | Aggregate Number of Shares Beneficially Owned | | Percent of Outstanding Shares | | Additional Information |
| Marc J. Shapiro | | 105,205 |
| | * |
| | Includes 14,000 shares held in trust for the benefit of Mr. Shapiro's children, over which Mr. Shapiro has voting and investment power. |
| All Trust Managers and executive officers as a group (13 persons) | | 11,048,626 |
| | 8.9 | % | | Includes 1,762,898 shares that may be purchased upon the exercise of share options that will be exercisable on or before April 1, 2015. |
| Five Percent Shareholders: | | | | | | |
BlackRock, Inc. 55 East 52nd Street New York, NY 10022 | | 11,816,178 |
| | 9.5 | % | | Pursuant to information contained in Schedule 13G/A filed by or on behalf of the beneficial owners with the SEC on January 15, 2015. BlackRock, Inc. reported sole voting power to 11,151,033 shares and sole dispositive power with respect to 11,816,178 shares. |
Cohen & Steers, Inc. 280 Park Avenue, 10thFloor New York, NY 10017 | | 16,030,566 |
| | 12.9 | % | | Pursuant to information contained in Schedule 13G filed by or on behalf of the beneficial owners with the SEC on February 17, 2015. Cohen & Steers, Inc., Cohen & Steers Capital Management, Inc. and Cohen & Steers UK Limited reported beneficial ownership of the shares shown in the table. Cohen & Steers, Inc. reported sole voting power with respect to 8,653,330 shares and sole dispositive power with respect to 16,030,566 shares; Cohen & Steers Capital Management, Inc. reported sole voting power with respect to 8,653,330 shares and sole dispositive power with respect to 15,962,428 shares; and Cohen & Steers UK Limited reported sole dispositive power with respect to 68,138 shares. The reported address of Cohen & Steers UK Limited is 21 Sackville Street, 4th Floor, London, United Kingdom W1S 3DN |
Daiwa Asset Management Co, Ltd. GranTokyo North Tower 9-1 Marunouchi 1-chome, Chiyoda-ku Tokyo, Japan 100-6753
| | 6,820,993 |
| | 5.5 | % | | Pursuant to information contained in a Schedule 13G/A filed by or on behalf of the beneficial owners with the SEC on January 21, 2015. Daiwa Asset Management Co. Ltd. reported sole voting power with respect to 6,820,993 shares, sole dispositive power with respect to 3,500 shares and shared dispositive power with respect to 6,817,493 shares. |
The Vanguard Group - 23-1945930 100 Vanguard Blvd. Malvern, PA 19355 | | 16,237,555 |
| | 13.0 | % | | Pursuant to information contained in a Schedule 13G/A filed by or on behalf of the beneficial owners with the SEC on February 10, 2015. The Vanguard Group 23-1945930 reported sole voting power with respect to 226,591 shares, shared voting power with respect to 89,900 shares, sole dispositive power with respect to 16,068,864 shares and shared dispositive power with respect to 168,691 shares. |
Vanguard Specialized Funds– Vanguard REIT Index Fund– 23-2834924 100 Vanguard Blvd. Malvern, PA 19355 | | 8,620,694 |
| | 6.9 | % | | Pursuant to information contained in Schedule 13G/A filed by or on behalf of the beneficial owners with the SEC on February 6, 2015. The Vanguard Specialized Funds-Vanguard REIT Index Fund 23-2834924 reported sole voting power with respect to 8,620,694 shares. |
__________
| |
| * | Beneficial ownership of less than 1% of the class is omitted. |
(1)
| Includes 697,519 shares over which Messrs. S. Alexander and Dow have shared voting and investment power and 914,240 shares that Mr. A. Alexander may purchase upon the exercise of option awards that will be exercisable on or before April 13, 2012. Also includes 56,250 shares held by a charitable foundation, over which Mr. A. Alexander and his wife Julie have voting and investment power and 412,631 shares held in trust for the benefit of Mr. A. Alexander’s children.
|
(2)
| Includes 1,123,074 shares held by various trusts for the benefit of Mr. S. Alexander’s children and 697,519 shares for which voting and investment power are shared with Messrs. A. Alexander and Dow. Also includes 474,247 shares that may be purchased by Mr. S. Alexander upon the exercise of option awards that are currently exercisable or that will become exercisable on or before April 13, 2012. Includes 846,100 shares held by a charitable foundation, over which Mr. S. Alexander and his wife Joan have voting and investment power.
|
(3)
| Includes 697,519 shares over which Messrs. Dow, S. Alexander and A. Alexander have shared voting and investment power.
|
(4)
| Includes 157,853 shares that may be purchased upon the exercise of option awards that will be exercisable on or before April 13, 2012.
|
(5)
| Includes 112,500 shares held in trust for the benefit of Mr. Lasher’s children and 70,875 shares held in trust for the benefit of Mr. Lasher’s grandparents, over which Mr. Lasher has voting and investment power.
|
(6)
| Includes 214,250 shares that may be purchased upon the exercise of option awards that will be exercisable on or before April 13, 2012.
|
(7)
| Mr. Schnitzer owns 23,996 shares individually. With respect to the remaining shares beneficially owned, Mr. Schnitzer shares voting and investment power with Joan Weingarten Schnitzer under trusts for Joan Weingarten Schnitzer.
|
(8)
| Includes 1,760,590 shares that may be purchased upon the exercise of option awards that will be exercisable on or before April 13, 2012.
|
(9)
| Pursuant to information contained in a Schedule 13G/A filed by or on behalf of the beneficial owners with the SEC on February 10, 2012. BlackRock, Inc. reported sole voting power and sole dispositive power with respect to 9,545,543 shares. The reported address of BlackRock, Inc. is 40 East 52nd Street, New York, NY 10022.
|
(10)
| Pursuant to information contained in a Schedule 13G/A filed by or on behalf of the beneficial owners with the SEC on February 14, 2012. Cohen & Steers, Inc., Cohen & Steers Capital Management, Inc. and Cohen & Steers Europe S.A. reported beneficial ownership of the shares shown in the table. Cohen & Steers, Inc. reported sole voting power with respect to 5,172,067 shares and sole dispositive power with respect to 10,422,345 shares; Cohen & Steers Capital Management, Inc. reported sole voting power with respect to 5,078,792 shares and sole dispositive power with respect to 10,198,410 shares; and Cohen & Steers Europe S.A. reported sole voting power with respect to 93,275 shares and sole dispositive power with respect to 223,935 shares. The reported address of Cohen & Steers, Inc. and Cohen & Steers Capital Management, Inc. is 280 Park Avenue, 10th Floor, New York, NY 10017. The reported address of Cohen & Steers Europe S.A. is Chausee de la Hulpe 116, 1170 Brussels, Belgium.
|
(11)
| Pursuant to information contained in a Schedule 13G filed by or on behalf of the beneficial owners with the SEC on February 14, 2012. Invesco Ltd., Invesco Advisers Inc., Invesco Investment Advisers, LLC, Invesco PowerShares Capital Management and Invesco PowerShares Capital Management Ireland Ltd. reported beneficial ownership of the shares shown in the table. Invesco Advisers Inc. reported sole voting power with respect to 1,256,800 shares and sole dispositive power with respect to 6,053,100 shares; Invesco Investment Advisers, LLC reported both sole voting and sole dispositive power with respect to 233,059 shares; Invesco PowerShares Capital Management reported both sole voting and sole dispositive power with respect to 16,674 shares; and Invesco PowerShares Capital Management Ireland Ltd. reported both sole voting and sold dispositive power with respect to 684 shares. The reported address of Invesco Ltd., Invesco Advisers Inc., Invesco Investment Advisers, LLC, Invesco PowerShares Capital Management and Invesco PowerShares Capital Management Ireland Ltd is 1555 Peachtree Street NE, Atlanta, GA 30309.
|
(12)
| Pursuant to information contained in a Schedule 13G/A filed by or on behalf of the beneficial owners with the SEC on February 10, 2012. The Vanguard Group, Inc. – 23-1945930 reported sole voting power with respect to 84,582 shares, sole dispositive power with respect to 10,964,372 shares and shared power to dispose with respect to 84,582 shares. The reported address of The Vanguard Group, Inc. – 23-1945930, is 100 Vanguard Blvd. Malvern, PA 19355.
|
(13)
| Pursuant to information contained in a Schedule 13G/A filed by or on behalf of the beneficial owners with the SEC on January 26, 2012. Vanguard Specialized Funds – Vanguard REIT Index Fund – 23-2834924 reported sole voting power with respect to 6,361,891 shares. The reported address of Vanguard Specialized Funds – Vanguard REIT Index Fund – 23-2834924, is 100 Vanguard Blvd. Malvern, PA 19355.
|
We are pleased to report that management, associates,
trust managersTrust Managers and their extended families own, in the aggregate, approximately
12%11% of our outstanding
common sharesCommon Shares as of
February 13, 2012,January 31, 2015, including any option awards that will be exercisable on or before April
13, 2012.The following table as of December 31, 2011 summarizes the equity compensation plans under which our common shares may be issued:
| | | | | | |
Plan category | | Number of shares to
be issued upon exercise
of outstanding options,
warrants and rights | | Weighted average
exercise price of
outstanding options,
warrants and rights | | Number of shares
remaining available
for future issuance |
| | | |
Equity compensation plans approved by shareholders | | 4,607,703 | | $ 28.09 | | 2,144,215 |
| | | |
Equity compensation plans not approved by shareholders | | — | | — | | — |
| | | | | | |
| | | |
Total | | 4,607,703 | | $ 28.09 | | 2,144,215 |
| | | | | | |
1, 2015.
Section 16(a) Beneficial Ownership Reporting ComplianceSection 16(a) of the Securities Exchange Act of 1934 requires our trust managers and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file reports of holdings and transactions in our securities with the SEC and the NYSE. Executive officers, trust managers and greater than 10% beneficial owners are required by applicable regulations to furnish us with copies of all Section 16(a) forms they file with the SEC.
Based solely upon a review of the reports furnished to us with respect to fiscal 2011, we believe that all SEC filing requirements applicable to our trust managers, executive officers and 10% beneficial owners were satisfied. Forms not filed on a timely basis included one form for each Messrs. A. Alexander, S. Alexander, Cruikshank, Hendrix and Richter.
|
| |
| COMPENSATION DISCUSSION AND ANALYSIS |
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Committee Interlocks and Insider ParticipationOverviewDuring fiscal 2011, four of our independent trust managers served on the Compensation Committee.
The
Compensation Committee members for 2011 were Messrs. Crownover, Cruikshank, Lasher and Shapiro. No member of the Compensation Committee has any interlocking relationship with any other company that requires disclosure under this heading.Certain Transactions
We review all relationships and transactions in which we and our significant shareholders, trust managers and executive officers or their respective immediate family members are participants to determine whether such persons have a direct or indirect material interest in a transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to us or a related party are disclosed. We also disclose transactions or categories of transactions we consider in determining that a trust manager is independent. In addition, our Audit and Governance and Nominating Committees review and, if appropriate from both a financial and governance perspective, approve or ratify any related party transaction that is required to be disclosed.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Overview
The Management Development and Executive Compensation Committee of the Board (for purposes of this analysis, the “Committee”), which is composed entirely of independent trust managers,Trust Managers, has the responsibility for determining the compensation of our executive officers and administratingadministering our compensation programs and for establishing, implementing and continually monitoring adherence with our compensation philosophy. The Committee ensures that the total compensation paid to our executive leadership team is fair, reasonable and competitive. This section of the proxy statement explains how our executive compensation programs are designed and operated with respect to the individuals who served as President and Chief Executive Officer (Mr. A. Alexander), Chairman (Mr. S. Alexander), Executive Vice President/Chief Financial Officer (Mr. Richter) and Executive Vice President/Chief Operating Officer (Mr. Hendrix) during fiscal 2011,our "named executive officers" for 2014, who are referred to in this proxy statement aslisted below, and were the “namedonly executive officers.” officers of Company during 2014:
|
| | | | | | |
| Name | | Title | | Age | | Recent Business Experience |
| Andrew M. Alexander | | President and Chief Executive Officer | | 58 | | See "Nominees' Biographies" |
| Stanford Alexander | | Chairman of the Board | | 86 | | See "Nominees' Biographies" |
| Johnny L. Hendrix | | Executive Vice President/Chief Operating Officer | | 57 | | Executive Vice President since 2005; Chief Operating Officer since 2010; Senior Vice President/Director of Leasing from 2001 to 2005 |
| Stephen C. Richter | | Executive Vice President/Chief Financial Officer | | 60 | | Executive Vice President/Chief Financial Officer since 2005; Senior Vice President and Chief Financial Officer from 2000 to 2005 |
When we use the term “our top two executives,” we are referring to our President and Chief Executive Officer and our Chairman. On
November 20, 2014, January
24, 201220, 2015 and February
17, 2012,2, 2015, the Committee met to determine compensation and both bonus and share awards based on
20112014 performance.
Our Committee focusesCommittee's compensation policy is intended to focus our named executive officers on achieving key financial and business objectives by linking a significant percentage of their pay to our performance relative to key measures used by shareholders to assess our value and our share price. In order to implement this pay-for-performance objective, performance-based compensation (annual bonuses and long-term equity incentives) constitutes a significant portion of our named executive officers' compensation for fiscal 2014.
The Company’s operating results for the 20112014 fiscal year have slightlywere strong, including:
Same Property Net Operating Income grew by 3.4% over 2013;
Recurring Funds from Operations ("FFO") per diluted share increased by 4.6% over the2013 to $2.05;
Dispositions totaled $387 million; and
Acquisition of a high-quality property in an exceptional trade market for $43.8 million.
We accomplished these results
for 2010.by continuing to focus on our capital recycling program and operating our quality portfolio of assets efficiently. Our
occupancy rates increased from 91.9% in 2010 to 92.1% in 2011. Total revenues for 2011 were $541.6 million as compared to $535.1 for 2010, representing a 1.2% increase in total revenues which resulted primarily from the acquisition of six properties in the latter half of 2010 and two properties in 2011. Ourcompensation performance goals are based on our business planning process and short-term growth goals. Overall, the Company achieved
87%110% of its performance goals for
2011. However, due to the Committee’s placement of additional emphasis on the Company’s net operating income performance measure,2014. Accordingly, the Committee awarded
only 85%110% of the Company performance portion of the annual bonus to each of our named executive officers.
|
| |
| COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Objectives and Philosophy The Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals, and one that is designed to align executives’ interests with those of the shareholders by rewarding performance above established goals, with the ultimate objective of improving shareholder value. The Committee evaluates both performance and compensation to ensure that we maintain our ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of our peer companies. To that end, the Committee believes executive compensation packages provided by us to our executives, including the named executive officers, should include both cash and share-based compensation that reward performance as measured against established goals. At our 20112014 Annual Meeting, we asked our shareholders to vote, on an advisory basis, on the approval ofresolution regarding the compensation of our named executive officers. OfAt this meeting, 97% of the shareholders present by proxy or in person and eligible to vote on the proposal, 78% voted “for”votes cast supported the compensation of our named executive officers. Given this approval, theofficers for fiscal 2013. The Committee decided to continue in effect the same compensation policies as it didhad in 2011 (relatingeffect during 2013.
Compensation and Benefits Best Practices Overview By designing our program around the following best practices, the Committee has shown its commitment to
2010)paying for performance and aligning executive pay with
some changes in measuring long-term incentives.shareholder interests. Below is an overview of our compensation and benefits best practices.
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|
Pay for Performance - Substantially all of the named executive officers compensation, other than base salary, is tied to company performance. |
Share Ownership Guidelines -All named executive officers own Common Shares in an amount that exceeded the guidelines. Mr. A. Alexander directly owns Common Shares with a market value in excess of 70 times his base compensation, which is well above his required five times multiple. |
Incentives Tied to Company Performance and Vesting Periods -Long-term equity incentive compensation is subject to three-year cliff vesting, and 50% of the share awards are service-based and 50% are market-based tied to total shareholder return. |
Dividend Equivalents Payable at the End of the Vesting Period and Only on Vested Shares -All dividends accrued on unvested share awards are reinvested in Common Shares and will not be distributed until the awards vest. |
Vested Shares Holding Requirement - Named executive officers are required to retain share awards for a minimum of one year after they vest. |
No Single Trigger Vesting of Equity-Based Awards - None of the share awards vest solely upon a change of control, and instead vest only upon a change of control followed by termination of the recipient's employment for specified reasons. |
Clawback on Incentive Awards - In the event of fraud or material misstatement, the Company intends to, in appropriate circumstances, seek restitution of compensation received by a named executive officer or associate as a result of such fraud or material misstatement. |
No Repricing of Underwater Share Options - Our governance policies prohibit the repricing of options to purchase Common Shares, which means that the exercise prices for options may not be lowered even if the current market price of the Common Shares is below the exercise price. |
No Pledging of Common Shares - Named executive officers may not pledge Common Shares as collateral for a loan. At December 31, 2014, no named executive officer has pledged any Common Shares. |
No Personal Travel and Entertainment -Named executive officers and associates are personally responsible for all personal travel and entertainment including country club fees. |
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| COMPENSATION DISCUSSION AND ANALYSIS |
Executive Compensation Decision Making Process The Committee makes all compensation decisions for our
Chief Executive Officer and our Chairman.top two executives. Our Chief Executive Officer annually reviews the performance of our Executive Vice President/Chief Financial Officer and our Executive Vice President/Chief Operating Officer. The conclusions reached and recommendations based on these reviews, including salary adjustments, annual bonus and equity award amounts, are presented to the Committee. The Committee can exercise its discretion in modifying any recommended adjustment or award.
The Committee has retained FPL, an outside compensation firm, to assist it in considering compensation for our named executive officers. FPL performed its work at the direction and under the supervision of the Committee, and it provides the Committee with advice, research and analytical services on subjects such as trends in executive compensation, executive compensation levels and compensation program design.
We did not engage FPL for any additional services during fiscal 2014 beyond its support of the Committee. The Committee has reviewed its work with FPL and believes that such work raises no conflicts of interest. The Committee also reviews compensation data published by NAREIT.
The Committee uses the following principles to guide it in determining our named executive officer compensation program:
reinforce a culture of integrity to support sustainable business growth;
align management’s interests with the long-term interests of shareholders;
attract and retain top talent;
assess and appropriately manage compensation risk in the context of our business strategies;
provide compensation on the basis of performance that supports key financial and strategic business outcomes; and
limit perquisites and other non-performance-based entitlements.
The Committee regularly reviews our
named executive officer compensation policies and practices to
assureensure that the program continues to meet its overall objectives.
Determining Executive Compensation
Elements of Compensation.
We provide the following compensation and
benefitsbenefit components to our executive officers, including our named executive officers, to
affecteffect our objectives as described above. Our philosophy and practices will continue to evolve over time in response to changes in market conditions, legal requirements and/or other objective and subjective considerations. The following table provides additional information regarding how the elements of our compensation program are designed to achieve our objectives.
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| COMPENSATION DISCUSSION AND ANALYSIS |
|
| | | | |
Element | | Objectives Achieved | | Purpose |
| Base Salary | | Competitive Position•
|
Base Salary
Performance-Based Pay• Retention | | • Performance-Based Pay
• Retention
| | Provide fixed annual cash income based on: • Level of responsibility, performance and experience • Comparison to market pay information |
| Annual Cash Bonus | | • CEO is in-line with the retail peer group median. |
| | | |
Annual Cash Bonus
Performance-Based Pay• Retention | | • Performance-Based Pay
• Retention
| | Motivate and reward achievement of the following annual performance goals: •Existing Portfolio Performance Metrics • IncreaseGrowth in Net Asset Value • New Development Net Operating Income (“NOI”) • New Development Dispositions • Non-Core Dispositions Acquisitions • Acquisitions•
Overhead Expense Reduction |
| Long-Term Equity | | • CEO is below the retail peer group median as his total cash compensation represents 77% of the peer group median. |
| | | |
Long-Term Equity Incentive
| | • Performance-Based Pay
• Emphasis on Long-Term Success • Shareholder Alignment | | Provide an incentive to deliver shareholder value and to achieve our long-term objectives, through awards of: •Service-Based sharesShares • Performance-Based shares Market-Based Shares |
| Retirement Benefits | | • CEO is 61% of the retail peer group median. |
| | | |
Retirement Benefits
Retention | | • Retention
| | Provide competitive retirement plan benefits through pension plans, 401(k) plan and other defined contribution plans | | • No data has been obtained to determine comparability.
|
Use of Data.
The Committee believes that data plays an important role in the design and implementation of optimal compensation programs. The Committee and FPL consider a number of types of internal and external data in making both individual and plan-level compensation decisions. In each section of this report dealing with an individual element of compensation, data relevant to that element is discussed. Peer group data plays an important role in our compensation decision
making.making, enabling the Committee to evaluate whether the Company's compensation policies are aligned with Company performance and providing the Committee a market check of its compensation program design and features.
On
July 26, 2011,November 12, 2014, FPL provided the Committee with relevant market data to consider
making changes to our long-term incentive awards. This information was also subsequently used in making compensation decisions for our named
executives.Forexecutive officers. Subsequent to the Committee's initial review and request for additional information, FPL provided the Committee with a final report on December 2, 2014.
To ensure that our executive compensation
purposes,programs are reasonable and competitive in the marketplace, we compare our compensation programs to the compensation programs of our retail peer group. We selected REITs and real estate companies that focus on a comparable asset class of properties.
As of July 26, 2011,December 2, 2014, the date of FPL’s final report to the Committee, the following REITs and real estate companies comprised our retail peer group. With the exception of the addition of Tanger Factory Outlet Centers, Inc., thegroup:
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| |
| CBL & Associates Properties, Inc. | Macerich Company |
| DDR Corp. | Pennsylvania Real Estate Investment Trust |
| Equity One, Inc. | Ramco-Gershenson Properties Trust |
| Federal Realty Investment Trust | Regency Centers Corporation |
| Glimcher Realty Trust | Tanger Factory Outlet Centers, Inc. |
| Kimco Realty Corporation | Taubman Centers, Inc. |
The retail peer group is the same as the retail
REIT peer group used by us
last year.for several years. The information provided from the various REITs and real estate companies was based on
2011 (20102014 (2013 performance year) proxy compensation data.
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CBL & Associates Properties, Inc.
| | Macerich Company
|
Developers Diversified Realty Corporation
| | Pennsylvania Real Estate Investment Trust
|
Equity One, Inc.
| | Ramco-Gershenson Properties Trust
|
Federal Realty Investment Trust
| | Regency Centers Corporation
|
Glimcher Realty Trust
| | Tanger Factory Outlet Centers, Inc.
|
Kimco Realty Corporation
| | Taubman Centers, Inc.
COMPENSATION DISCUSSION AND ANALYSIS |
The peer group is developed without consideration being given to the individual company's compensation policies, and no company has been included or excluded from our peer group because it is known to pay above-average or below-average compensation. The Committee believes that this peer group of companies represents REITs and real estate companies with the same general business objectives as ours and, as a result, represents companies against which we will need to compete with to attract and retain executive talent.
As of December 31,
2010,2013, the retail peer group had total capitalization ranging from approximately
$1.1$2.0 billion to
$12.4$13.8 billion, with a median of approximately
$6.2$7.7 billion. Our total capitalization at that time was approximately
$6.2$6.1 billion.
The most prevalent performance metric applied to public real estate companies is total shareholder return (“TSR”). TSR is
definedan annualized return calculated as the change in share price plus dividends for the relevant period. We compared our TSR to those of
theour retail
REITs and real estate companies in our peer group. Our TSR, as well as the median TSR for our peer group,
as offor the one, three, five and ten year periods ended December 31,
2011 is2014 are as follows:
| | | | |
| | | Weingarten | | Retail Peer
Group Median |
| | |
One-year TSR | | -3.8% | | -5.6% |
| | |
Three-year TSR | | 8.4% | | 23.5% |
| | |
Five- year TSR | | -8.1% | | -9.3% |
|
| | | |
| TSR Measure | Weingarten | | Retail Peer Group Median |
| One-year | 33.4% | | 29.8% |
| Three-year | 82.6% | | 67.8% |
| Five-year | 121.4% | | 142.1% |
| Ten-year | 50.3% | | 57.9% |
Use of Judgment.Judgment
The Committee believes that the application of its collective experiences and judgment is as important to excellence in compensation as the use of data and formulae, and the Company’s compensation policies and practices as described
hereherein reflect this belief. Market data provides an important tool for analysis and decision-making. However, the Committee believes that over-reliance on data can give a false illusion of precision. Consequently, the Committee also gives consideration and emphasis to an individual’s personal contributions to the organization, as well as his skill sets, qualifications and experience. We also value and seek to reward performance that develops talent within the Company, embraces the sense of urgency that distinguishes the Company and demonstrates the qualities of imagination and drive that
enableenables a Company executive to resolve longer-term challenges, or important new issues. These and similar qualities and attributes are not easily correlated to typical compensation data, but also deserve and are given consideration and weight in reaching compensation decisions.
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| COMPENSATION DISCUSSION AND ANALYSIS |
In setting compensation for our executive officers, including our Chief Executive Officer and our Chairman, the Committee focuses on total annual compensation. For this purpose, total annual compensation consists of base salary, cash bonus at target levels of performance and long-term equity incentive compensation. In setting the total annual compensation of our
named executive officers, the Committee evaluates
both market data provided by FPL and NAREIT,
in addition toplus information on the performance of each
named executive officer for the prior year. The Committee uses market data as a framework in determining compensation for our
named executive officers. In addition, the Committee also reviews this information to benchmark compensation with similar companies in order to determine that compensation is within market standards. Because the FPL report was prepared specifically for the Company, the Committee placed the greatest weight on the FPL report. In order to remain competitive in the marketplace for executive talent, the target levels for the total annual compensation of our
named executive officers, including our Chief Executive Officer, are
generally set abovecompared to the median of the
retail peer group comparisons described above. FPL determined that our named executive officers
areoverall were paid
in-line withbelow the median
all-in-paytotal annual compensation of the executives of our retail peer group. In order to reinforce a
“pay for performance”“pay-for-performance” culture, targets for individual executive officers may be set above or below the median depending on the individual’s performance in prior years. The Committee believes that
settingcomparing target levels
aboveto the median for our peer group, permitting adjustments to targets based on past performance, and providing incentive compensation if they perform well, is consistent with the objectives of our compensation policies described above. In particular, the Committee believes that this approach enables us to attract and retain skilled and talented executives to guide and lead our business and supports a
“pay for performance”“pay-for-performance” culture.
In order to remain competitive with our peer groups, we pay our named executive officers commensurate with their experience and responsibilities. Cash compensation is divided between base salary and annual bonus.
Base Salary.
Each of our named executive officers receives a base salary to compensate him for services performed during the year. The base salary of our Chief Executive Officer and our Chairman is established annually by the Committee. When determining the base salary for our top two executives, the Committee considers the market levels of similar positions at the peer group companies, through the data provided to them by FPL and the industry data provided by NAREIT, the performance of the
named executive officers and the experience of the
named executive officers in their positions. In addition, the base salaries of the Executive Vice President/Chief Financial Officer and the Executive Vice President/Chief Operating Officer, are approved annually by the Committee based on the recommendation of the Chief Executive Officer. When determining base salary for each of these named executive officers, the Chief Executive Officer considers the data described below and his experience and judgment with respect to the Company’s and the industry’s performance. Our named executive officers are eligible for annual increases in their base salaries as a result of individual performance, their salaries relative to market levels of our peer group and any added responsibility since the last salary increase.
Based on
Although the performance ofCompany outperformed its goals, the Committee decided that our Company in 2011,Chief Executive Officer's base salary was in-line with our retail peer group, and, therefore, no annual increase in base salary was granted to either ofand our top two executives. Our Chief Executive Officer’s annual base salary remains atis $700,000. The median base salary of a chief executive officer in our retail peer group is $698,000. Our Chairman’swas $800,000 for 2013. The base salary for our Chief Executive Officer has remained the same for the past nine years. Also, the Committee decided that the Chairman's annual salary remains at $675,000. The median base salary of an executive chairmanwould decrease to $250,000 for fiscal 2015.
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| COMPENSATION DISCUSSION AND ANALYSIS |
Although the
board in our retail peer group is $593,000.TheCompany outperformed its goals for 2014, the Chief Executive Officer recommended to the Committee that both the Executive Vice President/Chief Financial Officer’s and the Executive Vice President/Chief Operating Officer’s base salaries be increasedremain at $525,000 for fiscal 2012 to $500,000 (an increase of $20,000 over fiscal 2011 effective as of March 1, 2012) and $500,000 (an increase of $35,000 over fiscal 2011 effective as of March 1, 2012), respectively, based on a review of salary survey information provided by FPL and the performance of the individual executive officers. The average base salary for a chief financial officer in our peer group is $425,000 and $515,000 for a chief operating officer. Our Chief Executive Officer’s recommendation to the Committee was based on his opinion on the fiscal 2011 performance of the Company and the performance of the individual executive officers.2015. The Committee agreed with the recommendation and awarded the raises.
recommendation.
Annual Bonus.
The Committee’s practice is to provide a significant portion of each named executive officer’s compensation in the form of an annual cash bonus. These annual bonuses are, for our top two executives, based 100% upon Company-wide performance objectives. Our Chief Executive Officer
was eligible to receivehas a
target bonus equal to
100%125% of his base salary and our Chairman
was eligible to receivehas a
target bonus equal to
70%50% of his base salary, each is subject to
reductionan increase or decrease based on the performance of the Company. This practice is consistent with our compensation objective of supporting a performance-based environment. Each year, the Committee sets forth for the named executive officers, a target bonus that may be awarded to those officers if the goals are achieved, which is based on a percentage of base salary.
Additionally, the Committee advised the named executive officers that given the worldwide recession, more subjectivity would be applied when determining annual bonuses, and as a result, although 87% of the Company’s goals were achieved, the Committee reduced that amount to 85%. For
2011,2014, the Committee established the following Company level goals:
| | | | | | |
Goal | | % of Company Goal | | % Attained | | Company Portion of Bonus |
| | | |
Increasing Net Operating Income | | 50.0% | | 92.4% | | 46.2% |
Growth in New Development | | 10.0% | | 75.0% | | 7.5% |
Non-core Asset Dispositions | | 10.0% | | 109.0% | | 10.9% |
Acquisitions | | 20.0% | | 58.0% | | 11.6% |
Overhead Expense Reduction | | 10.0% | | 112.0% | | 11.2% |
| | | | | | |
Total Company Bonus Percentage | | | | 87.4% |
| | | | | | |
Adjusted Company Bonus Percentage | | | | 85.0% |
| | | | | | |
|
| | | | | | | | | |
| Goal | | % of Company Goal | | % Attained | | Company Portion of Bonus |
| Existing Portfolio Performance Metrics | | 50.0 | % | | 121.1 | % | | 60.6 | % |
| Growth in Net Asset Value | | 10.0 | % | | 110.4 | % | | 11.0 | % |
| New Development NOI | | 10.0 | % | | 77.9 | % | | 7.8 | % |
| Acquisitions | | 10.0 | % | | 86.4 | % | | 8.6 | % |
| Dispositions | | 15.0 | % | | 105.2 | % | | 15.8 | % |
| Overhead Expense Reduction | | 5.0 | % | | 130.5 | % | | 6.5 | % |
| Total Company Bonus Percentage | | | | | | 110.3 | % |
| Adjusted Company Bonus Percentage | | | | | | 110.0 | % |
For our top two executives,
20112014 performance was measured solely against our Company-wide objectives. For the other two named executive officers,
20112014 performance was measured based 50% on Company-wide performance and 50% on the achievement of goals for which the executive was
responsible, which goals are described below.responsible. The Committee makes an annual determination as to the appropriate weighting between Company-wide and executive specific goals based on its assessment of the appropriate balance necessary to achieve the Committee’s compensation objectives.
Upon the review of our Company-wide performance, the Committee gave additional subjective consideration to our net operating income performance measure. As a result, the Committee determined that an 85% achievement level was appropriate for the Company-wide performance component of bonuses paid to our named executive officers.
Based on thisthe bonus award target of 125%, our Chief Executive Officer received annual cash bonus compensation of $595,000$962,500 (instead of a target bonus of $700,000)$875,000), bringing his total cash compensation to $1,295,000. The median total cash compensation for a chief executive officer of our retail peer group was $1,762,000.$1,662,500. In addition, based on this bonus award, our Chairman received annual cash bonus compensation of $401,600$275,000 (instead of a target bonus of $472,500)$250,000), bringing his total cash compensation to $1,076,600. The median total cash compensation for an executive chairman$775,000.
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| COMPENSATION DISCUSSION AND ANALYSIS |
Our Executive Vice President/Chief Financial Officer and our Executive Vice President/Chief Operating Officer were eligible to receive bonuses equal to 75% of
their effective base salaries. Their bonuses were based 50% on Company-wide performance and 50% on individual performance. As discussed above, the
board in our retail group is $979,000.Committee determined that the Company-wide performance level was 110%. Based on the assessment of the Chief Executive Officer of the performance of our Executive Vice President/Chief Financial Officer and our Executive Vice President/Chief Operating Officer against their executive specific personal goals, the Committee approved payments torated the performance of such officers at 100% and 110%, respectively of the individual targets.targets for fiscal 2014. Individual goals are not ranked in order of importance or assigned individual values with respect to the bonus amount. The determination of achievement of goals is subjective.
The Executive Vice President/Chief Financial Officer’s individual goals included the achievement of improved reporting for internal use by management and external use by investors and analysts, efficiencies in staffing, maintaining good relationships in the investor and analyst communities, completion of the implementation of enhanced information technology and improvement of associate morale.
The Executive Vice President/Chief Operating Officer’s individual goals included achievement of property disposition goals, net operating income goals, maintenance of occupancy levels, increased temporary rental income, management of rent reductions and improvement of associate morale.
Our As a result, our Executive Vice President/Chief Financial Officer and our Executive Vice President/Chief Operating Officer were eligible to receiveeach received bonuses equal to 50% of their effective base salaries. Their bonuses were based 50% on Company-wide performance and 50% on individual performance. The Committee determined that the Company-wide performance level was 85% and each of their individual performance levels was 100% andequaling 110%, respectively; thereby equaling 93% and 98% of their total eligible bonus, respectively.bonus. For 2011,2014, our Executive Vice President/Chief Financial Officer received a cash bonus of $222,000 (instead of a target bonus of $240,000), and our Executive Vice President/Chief Operating Officer each received a cash bonus of $226,700$433,100 (instead of a target bonus of $232,500)$393,800) which was subsequently paid in 2012.2015. For the purposes of disclosure in the “Summary Compensation Table” on page 30,43, the annual bonus is classified as non-equity incentive compensation because the payments are intended as an incentive for performance to occur during the year in which the described performance targets that must be met for the bonus to be paid are communicated to the executive in advance and the outcome is substantially uncertain when the target is set.
Long-Term Equity Incentive Compensation The Committee strongly believes that using equity awards with multi-year performance and vesting periods for incentive awards to our named executive officers reinforces the alignment of the interests of executives with those of shareholders. We maintain our long-term incentive plan for the purpose of granting various types of equity awards and to provide incentives for management to increase shareholder
value.value over an extended period. In addition, the multi-year nature of the performance and vesting periods encourages executives to remain with the Company.
After consultation with FPL, it was determined that our peer group is more frequently incentivizing executives with share awards rather than option awards. As a result,
In 2012, the Committee determined to grant long-term equity compensation solely in the form of share
awards.awards under our Amended and Restated 2010 Long-Term Incentive Plan. The Committee has the discretion to determine eligible participants, the types of awards and the terms and conditions of awards. Award opportunities under the long-term incentive plan are consistent with our performance-based pay philosophy in thatbecause they provide above-median award opportunities for achievement of the Company’s high performance expectations. In November 2011, the Committee announced changes to theThe Company’s long-term incentive plan. The plan usesprovides two different share-based awards in order to promote share ownership among the participants and to emphasize the importance of total shareholder return. Service-based share and performance-basedmarket-based share award opportunities are awarded subject to the achievement of select performance goals as described below. All share awards are awarded subject to the participant’s ongoing employment with us.
The share awards are subject to a three-year cliff vesting basis, of which 50% of the share award is service-based and vests upon the third anniversary of the grant date and 50% is
performance-basedmarket-based and vests based upon the performance metrics at the end of a three-year period as described below. We use a three-year performance period in order to tie incentive compensation to long-term results. Share awards are outstanding during the period at the target
level.numbers. Following the end of the period, performance goals are compared to actual results, share awards are adjusted based on actual performance to the peer group (see tables below), and the resulting adjusted number of shares vest. Dividends will be paid during the service and performance
periodperiods based on the target number of shares awarded, but will be subject to the same three-year cliff vesting as the service-based and
performance-basedmarket-based shares. All dividends paid during the service and performance
period willperiods must be reinvested in additional shares. The number of shares accumulated from the reinvestment of the dividends will also be adjusted based on the same service and performance criteria as the original shares and will vest as the underlying share award vests.
The All named executive officers are required to retain shares that are acquired as a result of the vesting of share awards for a minimum of one year.
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| COMPENSATION DISCUSSION AND ANALYSIS |
Share awards were granted on February
17, 2012.6, 2015. With respect to our named executive officers, the Committee made the decision to award our Chief Executive Officer
63,956 shares, our Chairman 22,84162,750 shares and each of our Executive Vice President/Chief Financial Officer and Executive Vice President/Chief Operating Officer
18,27319,966 shares. Of the total shares awarded, 50% of the share awards will be service-based and 50%
will be performance-based. Performance-basedare market-based. Market-based awards for our named executive officers
described in the preceding sentence will be based 50% on the Company’s three-year relative TSR as compared to the FTSE NAREIT U.S. Shopping Center Index. The other 50% is tied to the Company’s three-year absolute TSR. The use of TSR relative to the FTSE NAREIT U.S. Shopping Center Index is a direct measure of how the executives performed in the shopping center sector over an extended period of time. Additionally, the three-year absolute TSR is a direct measure of how the executives performed for the shareholders over an extended period of time.
The performance goals, outlined below, were communicated in terms of three-year aggregate performance and the range of performance recognized from minimum to exceptional.
The following tables show the performance criteria for TSR return for
performance-basedmarket-based share awards for the three-year performance period of
20122015 through
2014.2017. TSR considers
stockcommon share price growth as well as dividends.
2012-2014
2015-2017 Performance Criteria for TSR (relative to FTSE NAREIT U.S. Shopping Center Index) Table
| | | | | | |
WRI Three-Year
Performance vs. Index(1) | | Performance Level(1) | | Multiple of Target | | % of Opportunity Earned |
+1,000 bps | | Exceptional | | 2.0 | | 200% |
+500 bps | | High | | 1.5 | | 150% |
+/-100 bps | | Target | | 1.0 | | 100% |
-500 bps | | Threshold | | 0.5 | | 50% |
-1,000 bps | | Minimum | | 0.0 | | 0% |
|
| | | | | | |
WRI Three-Year Performance vs. Index(1) | | Performance Level | | Multiple of Target | | % of Opportunity Earned |
| +1,000 bps | | Exceptional | | 2.0 | | 200% |
| +500 bps | | High | | 1.5 | | 150% |
| 0 bps | | Target | | 1.0 | | 100% |
| -500 bps | | Threshold | | 0.5 | | 50% |
| -1,000 bps | | Minimum | | — | | —% |
__________
| |
| (1) | Bps means basis points. Actual relative TSR performance will be calculated using the three-year index scaled by 25 bps for performance between levels. |
2012-20142015-2017 Performance Criteria for TSR (Absolute TSR) Table
| | | | | | |
Weingarten TSR(1) | | Performance Level | | Multiple of Target | | % of Opportunity Earned |
15% | | Exceptional | | 2.0 | | 200% |
10% | | High | | 1.5 | | 150% |
8% | | Target | | 1.0 | | 100% |
4% | | Threshold | | 0.5 | | 50% |
< 4% | | Minimum | | 0.0 | | 0% |
| (1)
| Actual absolute TSR performance will be calculated using the three-year index scaled by 25% for performance between levels.
|
|
| | | | | | |
| Weingarten TSR Growth | | Performance Level | | Multiple of Target | | % of Opportunity Earned |
| 15% | | Exceptional | | 2.0 | | 200% |
| 10% | | High | | 1.5 | | 150% |
| 8% | | Target | | 1.0 | | 100% |
| 4% | | Threshold | | 0.5 | | 50% |
| < 4% | | Minimum | | — | | —% |
The aggregate fair value of the long-term incentive awards granted in
20122015 for
20112014 performance to our Chief Executive Officer is
$1,400,000 (63,956 common shares); our Chairman is $500,000 (22,841 common shares); our$2,200,000 (62,750 Common Shares) and each of the Executive Vice President/Chief Financial Officer
is $400,000 (18,273 common shares); and
ourthe Executive Vice President/Chief Operating Officer is
$400,000 (18,273 common shares)$700,000 (19,966 Common Shares). In accordance with the approved plan,
changes, share awards were valued at the average of the closing share price for the 10-day trading period ending on December 31,
2011.2014. The value we use for this purpose
maywill be different than the value we use for financial statement reporting purposes. The median value of the long-term incentive awards granted for
20102013 to
a chief executive
officersofficer in our retail peer group was
$2,115,000. The median value of long-term incentive awards granted to a chairman in our retail peer group was $1,145,000.$2,098,000. The median value of long-term incentive awards granted to a chief financial officer and a chief operating officer
in our retail peer group was
$681,000$1,012,000 and
$1,260,000$1,035,000, respectively.
The share awards granted in 2015 have not been disclosed in the "Summary Compensation Table" on page 43 or in the "Grants of Plan-Based Awards Table" on page 44 as those tables represent share awards granted during the respective fiscal years.
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| COMPENSATION DISCUSSION AND ANALYSIS |
Additional Compensation Information
Retirement Benefits.
We maintain two funded, tax-qualified, non-contributory defined benefit pension plans that cover certain employees, including our named executive officers. We also maintain a supplemental pension plan that provides additional retirement benefits to Company
executive officers. The supplemental pension plan is
unfunded and non-qualified.a non-qualified, defined contribution plan. The benefits payable to our named executive officers under our pension plans and supplemental plan
dependsdepend on years of service under the particular plan and highest monthly average earnings in five consecutive years, during the last 10 years of employment. For a more detailed explanation of our pension plans, and the present value of the accumulated benefits of our named executive officers, see “Pension Benefits Table” on page
33.47.
The Committee believes that these pension plans are important parts of our compensation program. These plans assist us in retaining our senior executives. Additionally, these plans encourage retention because an executive’s retirement benefits increase each year
his employment continues.
Change in Control Agreements.
We have entered into severance and change in control agreements with
each of Messrs. Richterour Executive Vice President/Chief Financial Officer and
Hendrix,our Executive Vice President/Chief Operating Officer, which provide severance payments under specified conditions following a change in control. Benefits under those agreements are described below under “Severance and Change In Control Arrangements” on page
36.49. We believe these agreements help us to retain executives who are essential to our long-term success.
We have not entered into any such agreements with our Chief Executive Officer or Chairman.
Other Compensation.
We provide the named executive officers with other compensation including perquisites and other personal benefits that the Committee believes are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. The Committee periodically reviews the levels of other compensation including perquisites and other personal benefits provided to the named executive officers.
The named executive officers receive vehicle allowances and related reimbursements and reimbursement of certain medical expenses.
Messrs. Richter and Hendrix are also provided tax planning services. We also maintain other executive benefits that we consider necessary in order to offer fully competitive opportunities to our executive officers. These include 401(k) retirement savings plans,
and employee stock purchase
programs. Executive officers are also eligible to participate in all of ourprograms and other employee benefit plans, such as medical, dental, group life, disability and accidental death and dismemberment insurance, in each case on the same basis as other employees. We provide no tax gross-ups on any perquisites. Further discussion on the value of the perquisites given to our named executive officers is set forth in the “Summary Compensation Table” on page
30.43.
|
| |
| COMPENSATION DISCUSSION AND ANALYSIS |
Clawback of Compensation.In order to further align management’s interests with the interests of shareholders and support good governance practices, in February 2010, the Committee reviewed the Company’s compensation policies for not only its named executive officers, but also for all executive officers and associates. The Committee approvedCompensation
We have a clawback policy applicable to our named executive officers and associates that provides that in the event of fraud or a material restatement of our financial statements (other than in connection with a change in accounting policy), the facts and circumstances that led to the fraud and/or the requirement for the restatement will be reviewed and appropriate action will be taken. A determination will be made as to whether any executive officer received compensation based on the original financial statements because it appeared he or she achieved financial performance targets that in fact were not achieved based on the restatement. This determination will be made by the Board in the case of our named executive officers and by our Chief Executive Officer in the case of all other executive officers and associates. Any clawback decision made by the Chief Executive Officer must be approved by the Committee. The Board or the Chief Executive Officer, as appropriate, will also consider the accountability of any executive officer whose acts or omissions were responsible in whole or in part for the events that led to the restatement and whether such actions or omissions constituted misconduct. The action that the Board (with respect to named executive officers) or the Chief Executive Officer (with respect to all other executive officers and associates) could elect to take against a particular executive officer, depending on all facts and circumstances as determined during their review, include:
canceling some or all of the executive officer’s unvested share awards and outstanding option awards;
adjusting the executive officer’s future compensation; or
terminating the executive officer or associate or initiating legal action against the executive officer or associate, as the Board or the Chief Executive Officer (subject to Committee approval), as applicable, determines to be in our best interests.
All clawbacks under this policy apply only to unvested equity compensation.
Share Ownership.Ownership
We have guidelines governing share ownership by our named executive officers whereby they are
requestedrequired to own and hold shares of the Company with a value between three and five times their base salary while retained by the Company. As of December 31,
2011,2014, our named executive officers exceeded these guidelines as follows:
| | | | | | | | |
Name | | Required Ownership | | Required
Ownership as a
Multiple of Base Pay | | Actual Ownership | | Actual as a Multiple of Base
Pay |
| | | | |
Andrew M. Alexander | | $ 3,500,000 | | 5x | | $ 18,838,319 | | 27x |
| | | | |
Stanford Alexander | | 3,375,000 | | 5x | | 48,853,933 | | 72x |
| | | | |
Johnny L. Hendrix | | 1,395,000 | | 3x | | 2,143,422 | | 5x |
| | | | |
Stephen C. Richter | | 1,440,000 | | 3x | | 2,902,104 | | 6x |
|
| | | | | | | | | | | | |
| Name | | Required Ownership | | Required Ownership as a Multiple of Base Pay | | Actual Ownership | | Actual as a Multiple of Base Pay |
| Andrew M. Alexander | | $ | 3,500,000 |
| | 5x | | $ | 49,070,387 |
| | 70x |
| Stanford Alexander | | 2,500,000 |
| | 5x | | 174,006,081 |
| | 348x |
| Johnny L. Hendrix | | 1,575,000 |
| | 3x | | 5,678,411 |
| | 11x |
| Stephen C. Richter | | 1,575,000 |
| | 3x | | 7,091,658 |
| | 14x |
|
| |
| COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Risk.Risk
The Committee considers the likelihood of any potential material risks that may be created by our executive compensation program. Because performance-based incentives play a large role in our executive compensation program, it is important to ensure that these incentives do not result in our named executive officers taking actions that may conflict with our long-term interests. Upon review, the Committee has determined that our compensation programs are designed and administered with the appropriate balance of risk and reward in relation to our overall business strategy and do not encourage executives to take unnecessary or excessive risks. The Committee considers the following attributes of the program:
the balance between short-short-term and long-term incentives;
consideration of qualitative and quantitative performance factors in determining compensation payouts, including performance thresholds, funding that is based on actual results measured against pre-approved financial and operational goals and metrics that are clearly defined in all plans;
the use of different types of equity incentive awards that provide a balance of incentives;
incentive compensation with a considerable equity component where value is realized through long-term appreciation of shareholder value; and
equity incentive compensation that vests over an extended period.
The Committee focuses primarily on the compensation of our named executive officers because risk-related decisions depend predominantly on their judgment. The Committee believes that risks arising from our policies and practices for compensation of all other employees are not reasonably likely to have a material adverse effect on our financial results.
Tax and Accounting Implications
Deductibility of Executive Compensation.
Section 162(m) of the Internal Revenue Code limits the deductibility on our tax return of non-performance based compensation over $1 million to any of our named executive officers. It is the Committee’s responsibility to address issues raised by Section 162(m) in connection with compensation paid to executive officers. The Committee has adopted a performance-based plan not subject to this limitation, under which compensation may be paid following shareholder approval of performance goals pre-established by the Committee. To the extent that an executive’s compensation does not qualify for deduction under Section 162(m), a larger portion of the REIT distributions made by the Company to its shareholders may be subject to federal income taxation as dividend income rather than as a return of capital. The Committee will continue to monitor the tax implications under Section 162(m) of its compensation programs and will take action it deems appropriate.
Compensation Committee Report
COMPENSATION COMMITTEE REPORT
The Committee has reviewed and discussed the
Executive Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Committee recommended to the Board that the above
Executive Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31,
2011.2014.
Management Development and Executive Compensation Committee
Marc J. Shapiro,
20112014 Chairman
James W. Crownover
Robert J. Cruikshank
C. Park Shaper
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2014, four of our independent Trust Managers served on the Compensation Committee. The Compensation Committee members for 2014 were Messrs. Crownover, Lasher, Shaper and Shapiro. No member of the Compensation Committee has any interlocking relationship with any other company that requires disclosure under this heading.
EXECUTIVE COMPENSATION
The following tables, narrative and footnotes discuss the compensation of the Chief Executive Officer, the Chairman, the Executive Vice President/Chief Operating Officer and the Executive Vice President/Chief Financial Officer during 2014, who are referred to as the named executive officers.
Summary Compensation Table
The following table summarizes the compensation for the individuals listed below for all services rendered to the Company and its subsidiaries for the three-year period ended December 31,
2011.2014. The components of total compensation are described below and in more detail in the tables following.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | Year | | Salary
($) | | | Share
Awards
(1)
($) | | | Option
Awards
(1)
($) | | | Non-Equity
Incentive Plan
Compensation
($) | | | Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
($) | | | All Other
Compensation
(3)
($) | | | Total
($) | |
Andrew M. Alexander | | 2011 | | $ | 700,000 | | | $ | 644,514 | (2) | | $ | 742,859 | | | $ | 595,000 | | | $ | 1,175,619 | (4) | | $ | 26,142 | | | $ | 3,884,134 | |
President and Chief | | 2010 | | | 700,000 | | | | 657,174 | | | | 775,992 | | | | 650,000 | | | | 1,009,245 | | | | 30,329 | | | | 3,822,740 | |
Executive Officer | | 2009 | | | 700,000 | | | | 649,996 | | | | 650,000 | | | | 525,000 | | | | 1,120,304 | | | | 24,065 | | | | 3,669,365 | |
| | | | | | | | |
Stanford Alexander | | 2011 | | | 675,000 | | | | 322,257 | (2) | | | 371,427 | | | | 401,600 | | | | 221,890 | (5) | | | 16,223 | | | | 2,008,397 | |
Chairman | | 2010 | | | 675,000 | | | | 328,587 | | | | 387,996 | | | | 450,000 | | | | 139,336 | | | | 13,306 | | | | 1,994,225 | |
| | 2009 | | | 675,000 | | | | 324,998 | | | | 325,001 | | | | 354,400 | | | | 123,027 | | | | 34,258 | | | | 1,836,684 | |
| | | | | | | | |
Johnny L. Hendrix | | 2011 | | | 462,500 | | | | 167,318 | (2) | | | 192,859 | | | | 226,700 | | | | 388,612 | (6) | | | 23,387 | | | | 1,461,376 | |
Executive Vice President/ | | 2010 | | | 444,500 | | | | 158,217 | | | | 186,833 | | | | 225,000 | | | | 330,797 | | | | 16,163 | | | | 1,361,510 | |
Chief Operating Officer | | 2009 | | | 428,000 | | | | 147,153 | | | | 147,151 | | | | 198,000 | | | | 288,148 | | | | 21,507 | | | | 1,229,959 | |
| | | | | | | | |
Stephen C. Richter | | 2011 | | | 477,500 | | | | 172,891 | (2) | | | 199,288 | | | | 222,000 | | | | 541,833 | (7) | | | 22,189 | | | | 1,635,701 | |
Executive Vice President/ | | 2010 | | | 460,750 | | | | 165,623 | | | | 195,581 | | | | 232,500 | | | | 432,928 | | | | 21,356 | | | | 1,508,738 | |
Chief Financial Officer | | 2009 | | | 448,000 | | | | 154,026 | | | | 154,026 | | | | 207,300 | | | | 385,707 | | | | 24,949 | | | | 1,374,008 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name/Title | | Year | | Salary ($) | | Share Awards (1) ($) | | Non-Equity Incentive Plan Compensation ($) | | Change in Pension Value and Non- Qualified Deferred Compensation Earnings (2) ($) | | All Other Compensation (3) ($) | | Total ($) |
| Andrew M. | | 2014 | | $ | 700,000 |
| | $ | 2,189,375 |
| | $ | 962,500 |
| | $ | 899,350 |
| | $ | 30,438 |
| | $ | 4,781,663 |
|
| Alexander | | 2013 | | 700,000 |
| | 2,153,627 |
| | 1,006,250 |
| | 655,929 |
| | 31,303 |
| | 4,547,109 |
|
| President/Chief | | 2012 | | 700,000 |
| | 1,661,577 |
| | 875,000 |
| | 753,614 |
| | 31,771 |
| | 4,021,962 |
|
| Executive Officer | | | | | | | | | | | | | |
|
|
| Stanford | | 2014 | | 529,167 |
| | — |
| | 275,000 |
| | 166,433 |
| | — |
| | 970,600 |
|
| Alexander | | 2013 | | 675,000 |
| | — |
| | 388,125 |
| | 155,117 |
| | — |
| | 1,218,242 |
|
| Chairman | | 2012 | | 675,000 |
| | 593,408 |
| | 590,600 |
| | 146,377 |
| | 31,300 |
| | 2,036,685 |
|
| | | | | | | | | | | | | | | |
| Johnny L. | | 2014 | | 522,500 |
| | 711,573 |
| | 433,100 |
| | 309,347 |
| | 19,792 |
| | 1,996,312 |
|
| Hendrix | | 2013 | | 508,333 |
| | 598,255 |
| | 440,000 |
| | 153,151 |
| | 20,754 |
| | 1,720,493 |
|
| Executive Vice | | 2012 | | 494,167 |
| | 474,731 |
| | 375,000 |
| | 255,811 |
| | 23,627 |
| | 1,623,336 |
|
| President/Chief | | | | | | | | | | | | | |
|
|
| Operating Officer | | | | | | | | | | | | | | |
| Stephen C. | | 2014 | | 522,500 |
| | 711,573 |
| | 433,100 |
| | 388,192 |
| | 22,191 |
| | 2,077,556 |
|
| Richter | | 2013 | | 508,333 |
| | 598,255 |
| | 440,000 |
| | 198,294 |
| | 24,233 |
| | 1,769,115 |
|
| Executive Vice | | 2012 | | 496,667 |
| | 474,731 |
| | 375,000 |
| | 334,207 |
| | 22,170 |
| | 1,702,775 |
|
| President/Chief | | | | | | | | | | | | | |
|
|
| Financial Officer | | | | | | | | | | | | | | |
__________
(1)
| |
| (1) | The value of the share and option awards reflects the fair market value of each award on the date of grant. See NoteNotes 1 and 18 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 20112014 regarding assumptions underlying the valuation of these awards. The share awards issued in 2014 reflect both service-based and market-based awards. For the market-based awards, if the minimum market-based measure is not met, no award will be earned. If at least the minimum market-based measure is attained, awards can range from 50% of the target number of shares up to 200% of the of the target number of shares. The amounts in the table for market-based awards reflect the value at the target level (100%). Including the maximum possible value of the 2014 market-based awards, the maximum awards to be issued for 2014 on the grant date is as follows: $2,212,576 for Mr. A. Alexander and $719,113 for both Messrs. Hendrix and Richter. See the Grants of Plan-Based Awards Table for further information. |
(2)
| The named executive officers also receive dividends on restricted share awards held by them at
|
| (2) | Amounts reported are comprised entirely of changes between beginning of the same rateyear balances and onend of the same dates as dividends are paid to our shareholders. Because we factor theyear actuarially determined present value of the right to receive dividends into the grant date fair marketaccumulated balances for our defined pension plans and supplemental retirement plan. The aggregate increase in pension value of the restricted share awards, the dividends received by ourfor each named executive officers are not includedis due to actuarial changes in the Summary Compensation Table. The named executive officers received the following dividendsyears of service, compensation changes, experience gains (losses) and interest earned on the restricted shares held by them in 2011: $104,447, $52,563, $24,528 and $25,592, respectively.account balance. See the Pension Benefits table for further information. |
(3)
| |
| (3) | All Other Compensation includes perquisite amounts paid on behalf of each named executive for personal usage of a Company provided vehicle and reimbursement for medical expenses paid by the executiveexecutive. Prior to 2013, Messrs. Hendrix and Richter received personal tax services. |
(4)
|
| Includes an increase in account balance
|
| EXECUTIVE COMPENSATION |
(5)
| Includes an increase in account balance of $155,695 due to actuarial changes in years of service and compensation and, an increase of $66,195 due to interest earned in the Weingarten Realty Retirement Plan.
|
(6)
| Includes an increase in account balance of $62,685 due to actuarial changes in years of service and compensation and, an increase of $12,036 due to interest earned on the Qualified Employee Retirement Plan. Also includes an increase in account balance of $205,650 due to actuarial changes in years of service and compensation, and an increase of $108,241 in interest earned on the account balance in the Supplemental Executive Retirement Plan.
|
(7)
| Includes an increase in account balance of $75,133 due to actuarial changes in years of service and compensation and, an increase of $18,143 due to interest earned on the Qualified Employee Retirement Plan. Also includes an increase in account balance of $294,485 due to actuarial changes in years of service and compensation, and an increase of $154,072 in interest earned on the account balance in the Supplemental Executive Retirement Plan.
|
The change in pension value and non-qualified deferred compensation earnings column reflects the aggregate increase in actuarial present value of the named executive officer’s accumulated benefit under all defined benefit plans including supplemental plans and if any, above-market or preferential earnings on non-qualified deferred compensation. The aggregate increase in actuarial present value of the defined benefit plans is calculated based on the pension plan measurement dates used in our audited financial statements. The aggregate increase in pension value for each named executive is due to actuarial changes in years of service, compensation changes and interest earned on the account balance. For a more detailed explanation of our pension plans, and the present value of the accumulated benefits of our named executive officers, see “Pension Benefits Table” on page 33.
The named executive officers’ non-qualified deferred compensation balances are maintained in investment accounts similar to those available to our associates through the 401(k) plan, and therefore do not earn above-market or preferential rates.
Grants of Plan-Based Awards Table
The following table provides information concerning grants of plan-based awards to our named executive officers during fiscal
2011. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Estimated Possible Payments
Under Non-Equity Incentive
Plan Awards | | Estimated Future Payouts
Under Equity Incentive
Plan Awards | | All Other Share Awards: Number of Shares or Units (#) | | | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | | | Exercise or Base Price of Option Awards
($/sh) (1) | | | | | Close Price of Shares on Date of Grant ($/sh) | | | | | Grant Date Fair Value of Share And Option Awards ($) (2) | |
| Name | | | | Grant Date | | | | Threshold ($) | | Target ($) | | | Maximum ($) | | | | Threshold (#) | | Target (#) | | Maximum (#) | | | | | | | | | | | |
Andrew M. Alexander | | | | | | | | | | $ | 700,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 3/2/2011 | | | | | | | | | | | | | | | | | | | | | | | 26,136 | | | | | | 130,785 | | | | | $ | 24.87 | | | | | $ | 24.66 | | | | | $ | 1,387,373 | |
| | | | | | | | | | | | | | | | | | | | |
Stanford Alexander | | | | | | | | | | | 472,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 3/2/2011 | | | | | | | | | | | | | | | | | | | | | | | 13,068 | | | | | | 65,392 | | | | | | 24.87 | | | | | | 24.66 | | | | | | 693,684 | |
| | | | | | | | | | | | | | | | | | | | |
Johnny L. Hendrix | | | | | | | | | | | 300,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 3/2/2011 | | | | | | | | | | | | | | | | | | | | | | | 6,785 | | | | | | 33,954 | | | | | | 24.87 | | | | | | 24.66 | | | | | | 360,177 | |
| | | | | | | | | | | | | | | | | | | | |
Stephen C. Richter | | | | | | | | | | | 300,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 3/2/2011 | | | | | | | | | | | | | | | | | | | | | | | 7,011 | | | | | | 35,086 | | | | | | 24.87 | | | | | | 24.66 | | | | | | 372,179 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Estimated Possible Payments Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Share Awards: Number of Shares or Units (#) | | Grant Date Fair Value of Share And Option Awards (2) ($) |
| Name | | Type of Award | | Grant Date | | Threshold ($) | | Target (1) ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | |
| Andrew M. | | | | | | | | $ | 875,000 |
| | | | | | | | | | | | |
| Alexander | | (3) | | 2/11/2014 | | | | | | | | | | | | | | 35,971 |
| | $ | 1,083,087 |
|
| | | (4) | | 2/11/2014 | | | | | | | | 8,993 |
| | 17,986 |
| | 35,971 |
| | | | 609,349 |
|
| | | (5) | | 2/11/2014 | | | | | | | | 8,993 |
| | 17,985 |
| | 35,971 |
| | | | 496,939 |
|
| Stanford | | | | | | | | 250,000 |
| | | | | | | | | | | | |
| Alexander | | | | | | | | | | | | | | | | | | | |
|
| Johnny L. | | | | | | | | 393,800 |
| | | | | | | | | | | | |
| Hendrix | | (3) | | 2/11/2014 | | | | | | | | | | | | | | 11,691 |
| | 352,016 |
|
| | | (4) | | 2/11/2014 | | | | | | | | 2,923 |
| | 5,846 |
| | 11,691 |
| | | | 198,046 |
|
| | | (5) | | 2/11/2014 | | | | | | | | 2,923 |
| | 5,845 |
| | 11,691 |
| | | | 161,511 |
|
| Stephen C. | | | | | | | | 393,800 |
| | | | | | | | | | | | |
| Richter | | (3) | | 2/11/2014 | | | | | | | | | | | | | | 11,691 |
| | 352,016 |
|
| | | (4) | | 2/11/2014 | | | | | | | | 2,923 |
| | 5,846 |
| | 11,691 |
| | | | 198,046 |
|
| | | (5) | | 2/11/2014 | | | | | | | | 2,923 |
| | 5,845 |
| | 11,691 |
| | | | 161,511 |
|
__________
(1)
| Exercise price is calculated as
|
| (1) | Actual amounts paid from Non-Equity Incentive Plan Awards are presented in the averageSummary of Compensation Table for the high and low share price on the date of grant.year ended 2014. |
(2)
| |
| (2) | Amounts calculated utilizing the provisions under GAAP. See NoteNotes 1 and 18 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 20112014 regarding assumptions underlying valuation of equity awards. |
| |
| (3) | Represents service-based awards valued at the closing grant date price and are subject to a holding period through February 2017. |
| |
| (4) | Represents market-based awards relative to FTSE NAREIT U.S. Shopping Center Index fair valued using a Monte Carlo simulation on the grant date. The performance period for these awards is January 1, 2014 to December 31, 2016, but are subject to a holding period through February 2017. |
| |
| (5) | Represents market-based awards relative to three-year absolute TSR fair valued using a Monte Carlo simulation on the grant date. The performance period for these awards is January 1, 2014 to December 31, 2016, but are subject to a holding period through February 2017. |
The Grants of Plan-Based Awards table sets forth information concerning grants of non-equity incentive plan awards
and equity incentive plan
awards and all other share
and option awards during 2011.awards. Estimated payouts under non-equity incentive plan awards include the target payout of the annual bonus. The payouts were established by the
BoardCompensation Committee for the named executive officers on
January 24, 2012.February 11, 2014. When the targets were established and communicated to the named executive officers, no maximum payout was specified; however, amounts above the target payout may be paid if performance goals are exceeded. Specific criteria used to determine the target was set forth above in the “Compensation Discussion and Analysis – Annual Bonus” on page
24.36. Annual bonuses are to be paid in the year after the bonus was earned. Therefore,
20112014 actual annual bonuses paid in February
20122015 are included in the “Summary Compensation Table” on page
30 but are not included in the Grants of Plan-Based Awards Table.Share and option43.
The Compensation Committee determined target values for all share awards granted in 2014 for Messrs. A. Alexander, Hendrix and Richter of $2,000,000, $650,000 and $650,000, respectively. These target values were converted to named executive officers on March 2, 2011 are classified as “All Other Share Awards” and “All Other Option Awards” due to established performance targets having been met by December 31, 2010. The plans governing option awards provide that the option price per share shall not be less than 100% of the fair market value per common share at the grant date. The term for any option award is no more than 10 years from the date of grant. Option awards become exercisable after one year in five equal annual installments of 20%. Share awards areshares based on the average of the high and lowclosing share price for the third business day after our release10-day trading period ending on December 31, 2013 of earnings that next follows$27.80. The share awards were granted on February 11, 2014. Service-based awards (shown in the meeting wherebypreceding table as “All Other Share Awards”) were multiplied by the grant date closing price of $30.11 to determine the “Grant Date Fair Value of Share And Option Awards” (“Fair Value”). Market-based share awards were multiplied by a fair value per share amount determined as of the grant date based on a Monte Carlo simulation model. The Fair Value for these awards were determined by multiplying the target number of shares under the “Estimated Future Payouts Under Equity Incentive Plan Awards” by the fair value per share amounts of $33.88 and $27.63 for the market-based awards relative to the FTSE NAREIT U.S. Shopping Center Index and the market-based awards relative to the three-year absolute TSR, respectively. The combined Fair Value of the service-based and market-based awards is shown in the Summary Compensation Committee. Share awards vest after one year in five equal annual installments of 20%. Table on page 43 for each named executive under “Share Awards” for 2014.
2014-2016 Performance Criteria for TSR (relative to FTSE NAREIT U.S. Shopping Center Index) Table
|
| | | | | | |
WRI Three-Year Performance vs. Index(1) | | Performance Level | | Multiple of Target | | % of Opportunity Earned |
| +1,000 bps | | Exceptional | | 2.0 | | 200% |
| +500 bps | | High | | 1.5 | | 150% |
| 0 bps | | Target | | 1.0 | | 100% |
| -500 bps | | Threshold | | 0.5 | | 50% |
| -1,000 bps | | Minimum | | — | | —% |
__________
| |
| (1) | Bps means basis points. |
2014-2016 Performance Criteria for TSR (Absolute TSR) Table
|
| | | | | | |
| Weingarten TSR Growth | | Performance Level | | Multiple of Target | | % of Opportunity Earned |
| 15% | | Exceptional | | 2.0 | | 200% |
| 10% | | High | | 1.5 | | 150% |
| 8% | | Target | | 1.0 | | 100% |
| 4% | | Threshold | | 0.5 | | 50% |
| < 4% | | Minimum | | — | | —% |
Share awards have been granted to the named executives for
20112014 performance as disclosed in the “Compensation Discussion and Analysis – Long-Term Equity Incentive Compensation” on page
25. The criteria used to determine performance targets37 and
share and option awards are
set forth abovenot included in the
“Compensation Discussion and Analysis – Long-Term Equity Incentive Compensation” on page 25table above.
Outstanding Equity Awards
asat Fiscal Year End Table
The following table provides information with respect to the value of all outstanding equity awards previously awarded to the named executive officers as of December 31,
2011. | | | | | | | | | | | | | | | | | | |
| | | Option Awards | | Share Awards |
Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | | Equity Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#) | | Option Exercise
Price ($/sh) | | Option
Expiration Date | | Number of
Shares or Units
that Have Not
Vested (#) (2) | | Market Value of
Shares or Units
that Have Not
Vested ($) (3) | | Equity
Incentive
Plan Awards:
Number of
Shares, Units,
or Other
Rights that
Have Not
Vested (#) | | Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units,
or Other
Rights that
Have Not
Vested ($) |
Andrew M. Alexander | | 78,126 | | | | | | $ 24.5800 | | 12/26/12 | | | | | | | | |
| | 91,465 | | | | | | 30.0867 | | 12/16/13 | | | | | | | | |
| | 70,459 | | | | | | 39.7500 | | 12/06/14 | | | | | | | | |
| | 106,952 | | | | | | 37.4000 | | 12/05/15 | | | | | | | | |
| | 131,579 | | | | | | 47.5000 | | 12/12/16 | | | | | | | | |
| | 10,977 | | | | | | 45.5550 | | 12/22/16 | | | | | | | | |
| | 130,434 | | 86,957 | | | | 32.2200 | | 03/01/18 | | | | | | | | |
| | 130,653 | | 195,980 | | | | 11.8500 | | 02/25/19 | | | | | | | | |
| | 28,634 | | 114,538 | | | | 22.6800 | | 05/11/20 | | | | | | | | |
| | | | 130,785 | | | | 24.8700 | | 03/02/21 | | | | | | | | |
| | | | | | | | | | | | 90,667 | | $ 1,978,354 | | | | |
Stanford Alexander | | 20,834 | | | | | | 24.5800 | | 12/26/12 | | | | | | | | |
| | 78,992 | | | | | | 30.0867 | | 12/16/13 | | | | | | | | |
| | 58,455 | | | | | | 39.7500 | | 12/06/14 | | | | | | | | |
| | 86,898 | | | | | | 37.4000 | | 12/05/15 | | | | | | | | |
| | 78,947 | | | | | | 47.5000 | | 12/12/16 | | | | | | | | |
| | 67,546 | | 45,032 | | | | 32.2200 | | 03/01/18 | | | | | | | | |
| | | | 97,991 | | | | 11.8500 | | 02/25/19 | | | | | | | | |
| | 14,317 | | 57,269 | | | | 22.6800 | | 05/11/20 | | | | | | | | |
| | | | 65,392 | | | | 24.8700 | | 03/02/21 | | | | | | | | |
| | | | | | | | | | | | 45,489 | | 992,570 | | | | |
Johnny L. Hendrix | | 9,281 | | | | | | 30.0867 | | 12/16/13 | | | | | | | | |
| | 9,903 | | | | | | 39.7500 | | 12/06/14 | | | | | | | | |
| | 20,503 | | | | | | 37.4000 | | 12/05/15 | | | | | | | | |
| | 26,942 | | | | | | 47.5000 | | 12/12/16 | | | | | | | | |
| | 24,880 | | 16,587 | | | | 32.2200 | | 03/01/18 | | | | | | | | |
| | 29,578 | | 44,367 | | | | 11.8500 | | 02/25/19 | | | | | | | | |
| | 6,894 | | 27,577 | | | | 22.6800 | | 05/11/20 | | | | | | | | |
| | | | 33,954 | | | | 24.8700 | | 03/02/21 | | | | | | | | |
| | | | | | | | | | | | 21,414 | | 467,253 | | | | |
Stephen C. Richter | | 23,871 | | | | | | 24.5800 | | 12/26/12 | | | | | | | | |
| | 23,486 | | | | | | 30.0867 | | 12/16/13 | | | | | | | | |
| | 16,712 | | | | | | 39.7500 | | 12/06/14 | | | | | | | | |
| | 26,801 | | | | | | 37.4000 | | 12/05/15 | | | | | | | | |
| | 27,321 | | | | | | 47.5000 | | 12/12/16 | | | | | | | | |
| | 26,539 | | 17,693 | | | | 32.2200 | | 03/01/18 | | | | | | | | |
| | 30,960 | | 46,440 | | | | 11.8500 | | 02/25/19 | | | | | | | | |
| | 7,217 | | 28,868 | | | | 22.6800 | | 05/11/20 | | | | | | | | |
| | | | 35,086 | | | | 24.8700 | | 03/02/21 | | | | | | | | |
| | | | | | | | | | | | 22,357 | | 487,830 | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Option Awards | | Share Awards |
| Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (1) (#) Unexercisable | | Option Exercise Price ($/sh) | | Option Expiration Date | | Number of Shares or Units That Have Not Vested (2) (#) | | Market Value of Shares or Units That Have Not Vested (3) ($) | | Equity Incentive Plan Awards: Number of Shares, Units, or Other Rights That Have Not Vested (4) (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested (3) ($) |
| Andrew M. | | 106,952 |
| | | | 37.4000 |
| | 12/05/15 | | | | | | | | |
| Alexander | | 131,579 |
| | | | 47.5000 |
| | 12/12/16 | | | | | | | | |
| | | 10,977 |
| | | | 45.5550 |
| | 12/22/16 | | | | | | | | |
| | | 217,391 |
| | | | 32.2200 |
| | 03/01/18 | | | | | | | | |
| | | 326,633 |
| | | | 11.8500 |
| | 02/25/19 | | | | | | | | |
| | | 114,537 |
| | 28,635 |
| | 22.6800 |
| | 05/11/20 | | | | | | | | |
| | | 78,471 |
| | 52,314 |
| | 24.8700 |
| | 03/02/21 | | | | | | | | |
| | |
|
| |
|
| | | | | | 126,959 |
| | $ | 4,433,408 |
| | 110,774 |
| | $ | 3,868,228 |
|
| Stanford | | 86,898 |
| | | | 37.4000 |
| | 12/05/15 | | | | | | | | |
| Alexander | | 78,947 |
| | | | 47.5000 |
| | 12/12/16 | | | | | | | | |
| | | 112,578 |
| | | | 32.2200 |
| | 03/01/18 | | | | | | | | |
| | | 65,327 |
| | | | 11.8500 |
| | 02/25/19 | | | | | | | | |
| | | 57,268 |
| | 14,318 |
| | 22.6800 |
| | 05/11/20 | | | | | | | | |
| | | 39,235 |
| | 26,157 |
| | 24.8700 |
| | 03/02/21 | | | | | | | | |
| | |
|
| |
|
| | | | | | 21,127 |
| | 737,755 |
| | 13,033 |
| | 455,112 |
|
| Johnny L. | | 20,503 |
| | | | 37.4000 |
| | 12/05/15 | | | | | | | | |
| Hendrix | | 26,942 |
| | | | 47.5000 |
| | 12/12/16 | | | | | | | | |
| | | 6,228 |
| | | | 32.2200 |
| | 03/01/18 | | | | | | | | |
| | | 27,576 |
| | 6,895 |
| | 22.6800 |
| | 05/11/20 | | | | | | | | |
| | | 20,372 |
| | 13,582 |
| | 24.8700 |
| | 03/02/21 | | | | | | | | |
| | |
|
| |
|
| | | | | | 36,937 |
| | 1,289,840 |
| | 32,843 |
| | 1,146,878 |
|
| Stephen C. | | 26,801 |
| | | | 37.4000 |
| | 12/05/15 | | | | | | | | |
| Richter | | 27,321 |
| | | | 47.5000 |
| | 12/12/16 | | | | | | | | |
| | | 77,400 |
| | | | 11.8500 |
| | 02/25/19 | | | | | | | | |
| | | 28,868 |
| | 7,217 |
| | 22.6800 |
| | 05/11/20 | | | | | | | | |
| | | 21,051 |
| | 14,035 |
| | 24.8700 |
| | 03/02/21 | | | | | | | | |
| | |
|
| |
|
| | | | | | 37,093 |
| | 1,295,288 |
| | 32,843 |
| | 1,146,878 |
|
__________
(1)
| |
| (1) | Option awards become exercisable after one year in five equal annual installments of 20%. |
(2)
| |
| (2) | Share awards granted prior to the change under the long-term equity incentive plan in November 2011, vest after one year in five equal annual installments of 20%. Share awards granted subsequently are subject to a three-year cliff vesting. |
(3)
| |
| (3) | The market value was determined by multiplying the number of unvested shares by the closing price of $21.82$34.92 at December 31, 2011.2014. |
| |
| (4) | These shares reflect the target award level for awards issued since 2012 and are subject to three-year cliff vesting. |
Option Exercises and Shares Vested Table
The following table provides information with respect to the options exercised and the shares vested by the named executive officers during the year ended December 31,
2011. | | | | | | | | | | | | | | | | | | | | |
| | | Option Awards | | | | | Share Awards | |
| | | | | | |
Name | | Number of Shares
Acquired on
Exercise
(#) | | | | | Value Realized
on Exercise
($) | | | | | Number of Shares
Acquired on
Vesting
(#) | | | Value Realized on
Vesting
($) | |
| | | | | | |
Andrew M. Alexander | | | | | | | | | | | | | | | 23,899 | | | $ | 603,976 | |
| | | | | | |
Stanford Alexander | | | 45,168 | | | | | $ | 441,606 | | | | | | 12,180 | | | | 306,867 | |
| | | | | | |
Johnny L. Hendrix | | | 23,357 | | | (1) | | | 70,801 | | | (1) | | | 5,232 | | | | 132,648 | |
| | | | | | |
Stephen C. Richter | | | | | | | | | | | | | | | 5,475 | | | | 138,904 | |
(1)
| Mr. Hendrix exercised 14,481 of deferred option awards of which 12,916 of these shares were used to settle the exercise. The net deferred shares of 1,565 at a fair value totaling $41,520 are included in the Non-Qualified Deferred Compensation Table.
|
2014.
|
| | | | | | | | | | | | | | |
| | | Option Awards | | Share Awards |
| Name | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($) |
| Andrew M. Alexander | | | | | | 21,930 |
| | $ | 677,764 |
|
| Stanford Alexander | | | | | | 10,965 |
| | 338,882 |
|
| Johnny L. Hendrix | | 109,184 |
| | $ | 1,961,326 |
| | 5,221 |
| | 161,333 |
|
| Stephen C. Richter | | 44,232 |
| | 198,708 |
| | 5,447 |
| | 168,324 |
|
The following table provides information with respect to retirement and deferred compensation benefits of the named executive officers.
| | | | | | | | | | | | |
Name / Plan Name | | Number of Years
Credited Service
(#) | | | Present Value of
Accumulated
Benefit as of
12/31/11
($) | | | Payments During
2011
($) | |
| | | |
Andrew M. Alexander (1) | | | | | | | | | | | | |
Qualified Employee Retirement Plan | | | 33 | | | $ | 435,702 | | | | | |
Non-Qualified Supplemental Executive Retirement Plan | | | 33 | | | | 6,997,946 | | | | | |
| | | |
Stanford Alexander | | | | | | | | | | | | |
Weingarten Realty Retirement Plan | | | 57 | | | | 1,396,649 | | | $ | 148,416 | |
| | | |
Johnny L. Hendrix | | | | | | | | | | | | |
Qualified Employee Retirement Plan | | | 25 | | | | 301,811 | | | | | |
Non-Qualified Supplemental Executive Retirement Plan | | | 25 | | | | 1,771,463 | | | | | |
| | | |
Stephen C. Richter (1) | | | | | | | | | | | | |
Qualified Employee Retirement Plan | | | 31 | | | | 435,606 | | | | | |
Non-Qualified Supplemental Executive Retirement Plan | | | 31 | | | | 2,502,846 | | | | | |
|
| | | | | | | | | | | |
| Name/Plan Name | | Number of Years Credited Service (#) | | Present Value of Accumulated Benefit as of 12/31/14 ($) | | Payments During 2014 ($) |
Andrew M. Alexander (1) | | | | | | |
| Qualified Employee Retirement Plan | | 36 |
| | $ | 579,695 |
| | |
| Non-Qualified Supplemental Executive Retirement Plan | | 36 |
| | 9,162,846 |
| | |
| Stanford Alexander | | | | | | |
| Weingarten Realty Retirement Plan | | 60 |
| | 1,387,256 |
| | $ | 160,988 |
|
Johnny L. Hendrix (1) | | | | | | |
| Qualified Employee Retirement Plan | | 28 |
| | 416,397 |
| | |
| Non-Qualified Supplemental Executive Retirement Plan | | 28 |
| | 2,375,186 |
| | |
Stephen C. Richter (1) | | | | | | |
| Qualified Employee Retirement Plan | | 34 |
| | 575,324 |
| | |
| Non-Qualified Supplemental Executive Retirement Plan | | 34 |
| | 3,283,821 |
| | |
_________
(1)
| |
| (1) | Eligible for early retirement. |
The Weingarten Realty Retirement Plan is a non-contributory defined benefit pension plan providing annual retirement benefits to eligible grandfathered employees in specified compensation and years of service categories, assuming retirement occurs at age 65 and that benefits are payable only during the employee’s lifetime. Benefits are not actuarially reduced where survivorship benefits are provided unless the participant’s spouse is more than five years younger than the plan participant. In this case, the benefit payable is reduced to cover the costs of providing survivor benefits to the spouse. The reduction is based on actuarial tables which consider, among other things, the participant’s age and the age of their spouse.
The non-contributory defined benefit pension plan converted to a cash balance retirement plan on April 1, 2002. A grandfathered participant will remain covered by the provisions of the plan prior to the conversion to the cash balance plan. A grandfathered participant is any participant born prior to January 1, 1952, who was hired prior to January 1, 1997, and was an active employee on April 1, 2002. The retirement plan pays benefits to grandfathered participants in the event of retirement, death, disability or other termination of employment after the employee meets certain vesting requirements (all grandfathered participants are 100% vested). The amount of the monthly retirement benefit payable beginning at age 65, the normal retirement age, is equal to (i) 1.5% of average monthly compensation during five consecutive years, within the last ten years, which would yield the highest average monthly compensation multiplied by years of service rendered after age 21, minus (ii) 1.5% of the monthly social security benefits in effect on the date of retirement multiplied by years of service rendered after age 21 and after July 1, 1976. Compensation for purposes of this plan is defined as wages reported for federal income tax purposes and includes contributions made under salary deferral arrangements.
The Qualified Employee Retirement Plan is a non-contributory cash balance defined benefit retirement plan that covers all employees after serving a minimum of
1001,000 hours and attaining the age of 21. The cash balance plan pays benefits in the event of retirement, death (if married) or termination of employment after the participant meets certain vesting requirements (generally 100% vested after three years of service). The amount of the monthly retirement benefit payable beginning at age 65, the normal retirement age, is equal to the greater of (1) the monthly benefit that is actuarial equivalent of the cash balance account, or (2) the accrued monthly benefit under the prior plan as of January 1, 2002. The opening balance of a cash balance participant, who was an active participant in the plan on January 2, 2002 and was an active employee on April 1, 2002, is the actuarial equivalent present value of his frozen accrued benefit on January 1, 2002. Annual additions to each participant’s account include a service credit ranging from 3-5% of compensation, depending on years of service and a 4.5% interest credit rate.
The Qualified Employee Retirement Plan also provides for early retirement benefits upon attaining the age of 55 and completion of at least 15 years of service. Early retirement benefit payments may begin on the first day of the month coinciding with or following the month employment ceases. However, the payments must begin no later than the normal retirement age. The early retirement benefit calculation is consistent with the above normal retirement benefit calculation with the exception that the benefit is adjusted by an early commencement factor. The accrued benefit will be reduced by 1/15th for each of the first 60 months, by 1/30th for each of the next 60 months, and by actuarial factors (assumed interest and mortality factors) for each additional month by which the annuity starting date precedes the normal retirement age.
The Non-Qualified Supplemental Executive Retirement Plan was established on September 1, 2002 as a separate and independent non-qualified supplemental retirement plan for executive officers. This unfunded plan provides benefits in excess of the statutory limits of our non-contributory retirement plans.
This Plan was amended effective January 1, 2012 as a defined contribution plan from a defined benefit plan.
The assumptions used to develop the actuarial present value of the accumulated benefit obligation
for our defined benefit plans and defined contribution plan liability to each named executive officer were determined in accordance
with GAAP as of
the pension planeach plan's respective measurement date utilized in our audited financial statements for the year ended December 31,
2011.2014. See
NoteNotes 1 and 19 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31,
2011,2014, for a discussion of the relevant assumptions used in calculating the accumulated benefit
obligation.obligation for our defined benefit plans and defined contribution plan liability.
Non-Qualified Deferred Compensation
Table
We have a deferred compensation plan for eligible employees allowing them to defer portions of their current cash or share-based compensation. Employees may elect to defer up to 90% of base salary and annual bonus compensation, and up to 100% of restricted share awards. The deferred compensation plan does not provide for employer contributions. Amounts deferred are reported as compensation expense in the year service is rendered and are deposited in a grantor trust. Cash deferrals are invested based on the employee’s investment selections from a mix of assets similar to the non-contributory cash balance retirement plan. Share-based deferrals cannot be diversified and distributions from this plan are made in the same form as the original deferral.
There are no above market or preferential earnings associated with the deferred compensation plan.
The following table provides information with respect to non-qualified deferred compensation benefits of the named executive officers.
Non-Qualified Deferred Compensation Table
| | | | | | | | | | | | | | | | | | |
Name | | Executive
Contributions in
2011
($) | | | | | Aggregate
(Losses)
in 2011
($) | | | Aggregate
Withdrawals/
Distributions
($) | | | Aggregate
Balance at
12/31/11
($) (4) | |
| | | | | |
Andrew M. Alexander | | $ | 1,066,514 | | | (1) | | $ | (299,161) | | | $ | 223,552 | | | $ | 6,675,767 | |
| | | | | |
Stanford Alexander | | | | | | | | | (101,541) | | | | | | | | 2,837,989 | |
| | | | | |
Johnny L. Hendrix | | | 208,838 | | | (2) | | | (52,438) | | | | 612 | | | | 2,847,718 | |
| | | | | |
Stephen C. Richter | | | 242,641 | | | (3) | | | (105,477) | | | | 17,200 | | | | 3,297,185 | |
|
| | | | | | | | | | | | | | | | |
| Name | | Executive Contributions in 2014 ($) | | Aggregate Gains in 2014 ($) | | Aggregate Withdrawals/ Distributions ($) | | Aggregate Balance at 12/31/14 (1) ($) |
| Andrew M. Alexander | | $ | 2,588,174 |
| (2) | $ | 3,818,610 |
| | $ | 640,754 |
| | $ | 19,245,904 |
|
| Stanford Alexander | | — |
| | 349,399 |
| | — |
| | 4,641,391 |
|
| Johnny L. Hendrix | | — |
| | 963,500 |
| | — |
| | 5,530,055 |
|
| Stephen C. Richter | | 812,072 |
| (3) | 1,304,638 |
| | — |
| | 7,918,281 |
|
__________
(1)
| |
| (1) | All amounts contributed in prior years have been reported in the Summary Compensation Table in our previously filed proxy statements in the year earned for the purposes of the SEC’s executive compensation disclosure rules. |
| |
| (2) | $72,000 of Mr. A. Alexander’s contributions is considered part of his salary in the Summary Compensation Table. $350,000 of Mr. Alexander’s contributions was considered as part of Non-Equity Incentive Plan Compensation in the Summary Compensation Table in 2010. $644,5142013. $2,166,174 of Mr. Alexander’s contributions is unvested share awards. The fair market value of these unvested share awards are reported in the Summary Compensation Table and are expensed over a five-year period. |
(2)
| $41,520 of Mr. Hendrix’s contributions is part of his deferred option awards, granted in previous years, exercised in the Option Exercises and Shares Vested Table. $167,318 of Mr. Hendrix’s contributions is unvested share awards. The fair value of these unvested share awards are reported in the Summary Compensation Table and are expensed over a five-year period.
|
(3)
| $69,750 of Mr. Richter’s contributions was considered as part of Non-Equity Incentive Plan Compensation in the Summary Compensation Table in 2010. $172,891 of Mr. Richter’s contributions is unvested share awards. The fair value of these unvested share awards are reported in the Summary Compensation Table and have been expensed during the fiscal year ended 2011.
expensed. |
(4)
| All amounts contributed
|
| (3) | $20,040 of Mr. Richter's contributions is considered part of his salary in prior years have beenthe Summary Compensation Table. $88,000 of Mr. Richter's contributions was considered as part of Non-Equity Incentive Plan Compensation in the Summary Compensation Table in 2013. $704,032 of Mr. Richter's contributions is unvested share awards. The fair value of these unvested share awards are reported in the Summary Compensation Table in our previously filed proxy statements in the year earned for the purposes of the SEC’s executive compensation disclosure rules.and have been expensed. |
Severance and Change in Control Arrangements
Messrs. A. Alexander and S. Alexander have not entered into change in control arrangements with us.
We have, however, entered into a severance and change in control agreement with each of Messrs. Hendrix and Richter which becomes operative only upon a change in control. Additionally,
1813 Vice Presidents have also entered into the same change in control agreement with us. A change in control is deemed to occur upon any one of five events: (1) we merge, consolidate or reorganize into or with another corporation or legal entity and we are not the surviving entity; (2) we sell or otherwise transfer 50% or more of our assets to one entity or in a series of related transactions; (3) any person or group acquires more than 25% of our then outstanding voting shares; (4) we file a report or proxy statement with the SEC disclosing that a change in control has occurred or will occur and such transaction is consummated; or (5) if, during any 12-month period,
trust managersTrust Managers at the beginning of the 12-month period cease to constitute a majority of the
trust managers.Trust Managers.
If Mr. Hendrix, Mr. Richter or any other eligible Vice President is terminated involuntarily without cause, or terminates his or her employment for a good reason
(as described below), within one year following a change in control, he or she will be entitled to a lump sum severance benefit in an amount equal to (1) 2.99 times his or her annualized base salary as of the
first date
an event constituting a change in control
first occurs or, if greater, (2) 2.99 times his or her highest base salary in the five fiscal years preceding the first event constituting a change in control, plus, in either case, 2.99 times his or her targeted bonus for the fiscal year in which the first event constituting a change in control occurs. In addition, Mr. Hendrix, Mr. Richter or any other Vice President, as applicable, is entitled to receive an additional payment or payments to compensate him or her for any excise tax imposed by Section 4999 of the Code or any similar state or local taxes or any penalties or interest with respect to the tax.
Mr.Messrs. Hendrix and
Mr. Richter will also receive one year of employee benefits coverage substantially similar to what he received or was entitled to receive prior to the change in control.
Upon the occurrence of a change in control event, each executive has the right to terminate his or her employment for good reason upon the occurrence of the following events:
•
failure to be elected or reelected or otherwise maintained in the office or the position, or a substantially equivalent office or position, of or with us which the executive held immediately prior to a change in
control, or the removal of executive as our trust manager (or any successor thereto) if the executive had been a trust manager immediately prior to the change in control;
•
material diminution in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position which the executive held immediately prior to the change in control, or a material reduction in the executive’s base pay;
•
the determination by the executive in good faith that a material negative change in circumstances has occurred following a change in control, including without limitation, a material negative change in the scope of the business or other activities for which the executive was responsible immediately prior to the change in control, which has rendered the executive substantially unable to carry out, has materially hindered the executive’s performance of, or has caused the executive to suffer a substantial material reduction in any of the authorities, powers, functions, responsibilities, or duties attached to the position held by the executive immediately prior to the change in control;
•
the liquidation, dissolution, merger, consolidation or reorganization of us or transfer of all or substantially all of
itsour business and/or assets, unless the successor or successors to which all or substantially all of our business and/or assets have been transferred assumes all of our duties and obligations so that it is reasonably likely that there will be no material breach of the agreement by us or our successor-in-interest;
•
we relocate our principal executive offices, or require the executive’s principal location of work changed, to any location which is in excess of 25 miles from the location thereof immediately prior to the change in control, or require the executive to travel away from the executive’s office in the course of discharging the executive’s responsibilities or duties hereunder at least 20% more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the executive in any of the three full years immediately prior to the change in control without, in either case, the executive’s prior written consent; and/or
•
any material breach of the change in control agreement by us or any successor thereto.
For Messrs. Hendrix and Richter, please see the “Severance and Change in Control Compensation Table” below for estimated distributable amounts had they been terminated on December 31, 2014.
Under our equity incentive plan, in the event of death or following a change in control, all outstanding share and option awards become fully vested. However in the event of disability or retirement, the unvested portion of outstanding share awards shall continue
uninterrupted to vest as if the employee remained in our employ, provided that (1) if the employee dies following termination of employment but prior to the full vesting of the outstanding share awards hereunder then those awards, to the extent not already vested, shall be vested in full as of the date of death, and (2) if the employee accepts employment with a competitor of ours, as determined by the Compensation Committee pursuant to our then existing non-competition policies, the employee shall forfeit those awards which had not already vested on the date the employee accepted employment with such competitor. Termination of the employee’s employment with us for any other reason shall result in forfeiture of the outstanding awards on the date of termination to the extent not already vested. If a death or change in control event occurred as of December 31,
2011,2014, compensation based on the closing share price of
$21.82$34.92 in the following amounts would have been due to Messrs. A. Alexander and S. Alexander under our equity incentive plan:
$3,932,275$9,177,884 and
$1,969,540,$1,630,997, respectively.
For Messrs. Hendrix and Richter, please see the “Severance and Change in Control Compensation Table” below on page 38 for distributable amounts.As part of “All Other Compensation,” we are required to report any payments that were made to named
executivesexecutive officers due to a change in control and any amounts accrued by us for the benefit of the named
executivesexecutive officers relating to a change in control. There have been no payments, nor have there been any amounts accrued for the years presented in the “Summary Compensation Table” on page
30.43.
Severance and Change in Control Table
The following table quantifies compensation that would become payable under severance and change in control agreements and other arrangements if the named
executive’sexecutive officer’s employment had terminated on December 31,
2011,2014, based on our closing stock price on that date, where applicable. Due to the factors that affect the amount of any benefits provided upon the events discussed below, actual amounts paid or distributed may be different.
Severance and Change in Control Compensation Table
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | Salary (1) | | | Bonus (2) | | | Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings | | | Continuation of
Employee
Perquisites
Benefits (3) | | | Value of
Unvested
Option
Awards That
Will Vest (4) | | | Value of
Unvested
Share
Awards
That Will
Vest (4) | | | Excise Tax &
Gross-Up | | | Total | |
| | | | | | | | |
Johnny L. Hendrix | | $ | 1,390,350 | | | $ | 897,000 | | | $ | 388,612 | | | $ | 27,406 | | | $ | 442,339 | | | $ | 467,253 | | | $ | 957,780 | | | $ | 4,570,740 | |
Executive Vice | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
President/ Chief | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
Stephen C. Richter | | | 1,435,200 | | | | 897,000 | | | | 541,833 | | | | 27,911 | | | | 463,007 | | | | 487,830 | | | | 1,099,184 | | | | 4,951,965 | |
Executive Vice | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
President/Chief | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Salary (1) | | Bonus (2) | | Change in Pension Value and Non- Qualified Deferred Compensation Earnings | | Continuation of Employee Perquisites Benefits (3) | | Value of Unvested Option Awards That Will Vest (4) | | Value of Unvested Share Awards That Will Vest (4) | | Excise Tax and Gross-Up | | Total |
| Johnny L. | | $ | 1,569,750 |
| | $ | 1,255,800 |
| | $ | 309,347 |
| | $ | 25,156 |
| | $ | 220,894 |
| | $ | 2,436,718 |
| | $ | 1,057,917 |
| | $ | 6,875,582 |
|
| Hendrix | | | | | | | | | | | | | | | | |
| Stephen C. | | 1,569,750 |
| | 1,255,800 |
| | 388,192 |
| | 25,942 |
| | 229,388 |
| | 2,442,166 |
| | 1,269,405 |
| | 7,180,643 |
|
| Richter | | | | | | | | | | | | | | | | |
__________
(1)
| |
| (1) | Amount equal to 2.99 times annual base salary. |
(2)
| |
| (2) | Amount equal to 2.99 times target bonus. |
(3)
| |
| (3) | Amounts include the cost of continued employee benefits at least equal to the benefits provided to the executive prior to termination and assume continued coverage for one year. |
(4)
| |
| (4) | The value of the option awards and share awards is based on our December 31, 20112014 closing stock price of $21.82$34.92 per share. These benefits will vest immediately either upon a change in control event or upon the death of a plan participant. |
|
| |
| EQUITY COMPENSATION PLAN INFORMATION |
EQUITY COMPENSATION PLAN INFORMATION
The following table as of December 31, 2014 summarizes the equity compensation plans under which our Common Shares may be issued:
|
| | | | | | |
| Plan Category | | Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | Number of Shares Remaining Available for Future Issuance |
| Equity compensation plans approved by shareholders | | 2,897,123 | | $28.76 | | 1,437,633 |
| Equity compensation plans not approved by shareholders | | — | | — | | — |
| Total | | 2,897,123 | | $28.76 | | 1,437,633 |
| | | | | | | |
|
| |
| REPORT OF THE AUDIT COMMITTEE |
REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF TRUST MANAGERSThe Audit Committee is composed of four independent
non-employee trust managersTrust Managers and operates under a written charter adopted by the
Board (a copy of which is available at www.weingarten.com).Board. The Board has determined that each committee member is independent within the meaning of the applicable NYSE listing standards
and SEC rules currently in
effect.effect and meets the applicable financial literacy requirements.
Management is responsible for the financial reporting process, including the system of internal controls, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our independent registered public accounting firm is responsible for expressing an opinion on the fairness of the presentation of the financial statements in conformity with GAAP and on the effectiveness of internal control over financial reporting based on the criteria established in Internal Control-Control - Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission as of December 31, 2011.2014. The Committee’s responsibility is to oversee and review these processes. We are not, however, professionally engaged in the practice of accounting or auditing, and do not provide any expert or other special assurance as to such financial statements concerning compliance with the laws, regulations or GAAP or as to the independence of the registered public accounting firm. The Committee relies, without independent verification, on the information provided to us and on the representations made by management and the Company's independent registered public accountants. We held four meetings during fiscal 2011.2014. The meetings were designed, among other things, to facilitate and encourage communication among the Committee, management, the internal audit function and our independent registered public accountants, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte”). We discussed with Deloitte the overall scope and plans for their audit. We met with Deloitte, with and without management present, to discuss the results of their examinations and their evaluations of our internal controls. We have reviewed and discussed the audited consolidated financial statements for the fiscal year ended December 31,
20112014 with management and Deloitte. We also discussed with management and Deloitte the process used to support certifications by our Chief Executive Officer and Chief Financial Officer that are required by the SEC and the Sarbanes-Oxley Act of 2002 to accompany our periodic filings with the SEC. In addition, we reviewed and discussed our progress on complying with Section 404 of the Sarbanes-Oxley Act of 2002, including the Public Company Accounting Oversight Board’s
(PCAOB)("PCAOB") Auditing Standard No. 5 regarding the audit of internal control over financial reporting.
In addition, the Audit Committee obtained from Deloitte a formal written statement describing all relationships between Deloitte and the Company that might bear on Deloitte’s independence consistent with PCAOB Ethics and Independence Rule 3526, “Communication with Audit Committees Concerning Independence,” discussed with Deloitte any relationships that may impact their objectivity and independence, and satisfied itself as to their independence. When considering Deloitte’s independence, we considered whether their provision of services to the
companyCompany beyond those rendered in connection with their audit of our consolidated financial statements and reviews of our consolidated financial statements, including in
itsour Quarterly Reports on Form 10-Q, was compatible with maintaining their independence. We also reviewed, among other things, the audit and non-audit services performed by, and the amount of fees paid for such services to Deloitte. The Audit Committee also discussed and reviewed with the independent registered public accountants all communications required by generally accepted auditing standards, including those matters required to be discussed by
the Statement onPCAOB Auditing
StandardsStandard No.
61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380)16 "Communications with Audit Committees",
as adopted by the Public Company Accounting Oversight Board in Rule 3200T, PCAOB Standards AU-P Section 316 “Consideration of Fraud in a Financial Statement Audit,” and SEC rules discussed in Final Release Nos. 33-8183 and 33-8183a.
Based on our review and these meetings, discussions and reports, and subject to the limitations on our role and responsibilities referred to above and in the Audit Committee charter, we recommended to the Board of Trust Managers (and the Board has approved) that the audited financial statements for the year ended December 31,
20112014 be included in the Company’s Annual Report on Form 10-K. We have selected Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates as our independent registered public accountants for the fiscal year ending December 31,
2012,2015, and have presented the selection to the shareholders for ratification.
The undersigned members of the Audit Committee have furnished this report to the Board of Trust Managers.
Stephen A. Lasher,
20112014 Chairman
Thomas L. Ryan
Douglas W. Schnitzer
C. Park Shaper
PROPOSAL TWO
|
| |
| RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTING FIRM - PROPOSAL TWO |
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- PROPOSAL TWO
The Audit Committee has appointed Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte”) as the independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31,
2012.2015. During fiscal
2011,2014, Deloitte served as our independent registered public accounting firm
(" Accounting Firm") and also provided certain tax and other audit related services. Deloitte, or its predecessors, has served as our principal accounting firm for more than 30 years and is familiar with our affairs and financial procedures.
Independent Registered Public The following table sets forth the approximate aggregate fees expected to be billed or billed to us for the fiscal years ended December 31,
20112014 and
20102013 by Deloitte.
| | | | | | | | | | |
Description of Professional Service | | | | 2011 | | | 2010 | |
| | | | | ($ in thousands) | |
| | | |
Audit Fees (1) | | | | $ | 1,483.7 | | | $ | 1,335.9 | |
Audit-Related Fees (2) | | | | | | | | | 27.9 | |
Tax Fees (3) | | | | | 475.1 | | | | 479.9 | |
| | | | | | | | | | |
| | | |
Total | | | | $ | 1,958.8 | | | $ | 1,843.7 | |
| | | | | | | | | | |
(1) Fees for audit services billed in or relating to fiscal 2011 and 2010 consisted of audit of the Company’s annual financial statements, attestation of the management’s assessment of internal control over financial reporting, reviews of the Company’s quarterly financial statements, statutory and regulatory audits, comfort letters, consents and other services related to SEC matters.
(2) Fees for audit-related services billed in or relating to fiscal 2010 consisted of financial accounting consultations and reviews of registration statements.
(3) Fees for tax services billed in or relating to fiscal 2011 and 2010 consisted of tax compliance and tax planning and consultation. Fees for tax compliance services totaled $383,338 and $413,098 for 2011 and 2010, respectively. Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred to document, compute, and obtain government approval for amounts to be included in tax filings and consisted of federal, state and local income tax return assistance, research for technical advice regarding disguised sales, research for technical advice and analysis for the purpose of filing a refund application, assistance with IRC Section 704(c) calculations and assistance with earnings and profits calculation and review.
|
| | | | | | | | |
| | | 2014 | | 2013 |
| | | ($ in thousands) |
Audit Fees (1) | | $ | 1,246.0 |
| | $ | 1,664.0 |
|
Audit-Related Fees (2) | | — |
| | 35.4 |
|
Tax Fees (3) | | 430.0 |
| | 469.9 |
|
| Total | | $ | 1,676.0 |
| | $ | 2,169.3 |
|
| | | | | |
____________
| |
| (1) | Fees for audit services billed in or relating to fiscal 2014 and 2013 consisted of audit of the Company’s annual financial statements, attestation of the management’s assessment of internal control over financial reporting, reviews of the Company’s quarterly financial statements, statutory and regulatory audits, comfort letters, consents and other services related to SEC matters. |
| |
| (2) | Fees for audit-related services billed in or relating to fiscal 2013 consisted of financial accounting consultations. |
| |
| (3) | Fees for tax services billed in or relating to fiscal 2014 and 2013 consisted of tax compliance and tax planning and consultation. Fees for tax compliance services totaled $330,000 and $369,900 for 2014 and 2013, respectively. Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred to document, compute, and obtain government approval for amounts to be included in tax filings, and consisted of federal, state and local income tax return assistance, research for technical advice regarding disguised sales, research for technical advice and analysis for the purpose of filing a refund application, assistance with IRC Section 704(c) calculations and assistance with earnings and profits calculation and review. |
Fees for tax planning and consultation services totaled
$91,800$100,000 for both 2014 and
$66,750 for 2011 and 2010, respectively.2013. Tax planning and advice are services rendered with respect to proposed transactions or that alter a transaction to obtain a particular tax result. Such services consisted of tax advice related to structuring certain proposed acquisitions and disposals, tax advice related to tax incentive financing plans, tax advice related to entity structure and formation, tax advice related to equity and deferred compensation plans, tax advice related to restructured bond financing, and tax advice related to state tax issues.
|
| |
| RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTING FIRM - PROPOSAL TWO |
Audit Committee Pre-Approval of Audit and Non-Audit Services of Accounting Firm
At its regularly scheduled and special meetings, the Audit Committee considers and approves any audit and non-audit services to be performed by our independent accountants. The Audit Committee has delegated to its Chairman, an independent member of our Board, the authority to grant pre-approvals of non-audit services provided that any such pre-approval by the Chairman shall be reported to the Audit Committee at its next scheduled meeting. However, pre-approval of non-audit services is not required if (i) the aggregate amount of non-audit services is less than 5% of the total amount paid by us to the auditor during the fiscal year in which the non-audit services are provided; (ii) such services were not recognized by us as non-audit services at the time of the engagement; and (iii) such services are promptly brought to the attention of the Audit Committee and, prior to completion of the audit, are approved by the Audit Committee or by one or more Audit Committee members who have been delegated authority to grant approvals. During or relating to fiscal
20112014 and
2010,2013, non-audit services exceeded 5% of the total amount paid by us and were approved by the Audit Committee.
The Audit Committee has considered whether the provision of these services is compatible with maintaining the independent accountants’ independence and has determined that such services have not adversely affected Deloitte’s independence.
Other Information
We have been advised by Deloitte that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in the Company or its subsidiaries.
Representatives of Deloitte will be present at the
annual meetingAnnual Meeting and will have an opportunity to make a statement, if they desire to do so, and to respond to appropriate questions from shareholders.
The Audit Committee, which has the sole authority to retain our independent registered public accountants, recommends that you vote FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.2015.
PROPOSAL THREE
|
| |
| ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION - PROPOSAL THREE |
ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION
- PROPOSAL THREE
We are asking our shareholders to provide advisory approval of the compensation of our named executive officers, as we have described in this proxy statement. While this vote is advisory and non-binding, it will provide information to our Compensation Committee regarding investor sentiment about our executive compensation philosophy, policies and practices, which the Compensation Committee will be able to consider when determining executive compensation for fiscal
20122015 and beyond.
Based upon the shareholder vote received at our 2011 annual meeting, we will be requesting our shareholders to vote annually (on a non-binding basis) on executive compensation.
Objectives and Philosophy of Executive Compensation
The primary objectives of the Compensation Committee with respect to executive compensation are to attract and retain the most talented and dedicated executives possible, to tie annual and long-term cash and share incentives to achievement of measurable performance objectives, and to align executives’ incentives with
the creation of shareholder
value creation.value. To achieve these objectives, the Compensation Committee implements and maintains compensation plans that tie a substantial portion of executives’ overall compensation to key strategic financial and operational goals such as maintaining and growing our existing portfolio of properties
through new development and acquisitions, strengthening our operating fundamentals and deleveraging our balance sheet through non-core asset dispositions
growth of our portfolio through new development and acquisitions and increasing funds from operations per share. The Compensation Committee evaluates individual executive performance with the goal of setting compensation at levels the Compensation Committee believes are comparable with executives of our peer companies while taking into account our relative performance and our own strategic goals.
Elements of Executive Compensation
The Compensation Committee has adopted a mix among the compensation elements in order to further
align our compensation goals. The elements include:
Variable compensation consisting of a cash bonus based upon individual and company performance; and
Long-term equity incentives consisting of equity awards which are set at the average of the closing share prices for the 10-day trading period ending on December 31, 2011.
2014.We believe that the information we have provided within the
“Executive Compensation – Compensation“Compensation Discussion and Analysis” section of this proxy statement demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our shareholders’ interests to support long-term value creation. Accordingly, the Board recommends that shareholders approve the
program by approving the following advisory resolution:
RESOLVED, that the shareholders of Weingarten Realty Investors approve, on an advisory basis, the compensation of the individuals identified in the Summary Compensation Table, as disclosed in the proxy statement relating to the
20112014 fiscal year pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis section, the compensation tables and the accompanying footnotes and narratives within the Executive Compensation section of the proxy statement).
The Board of Trust Managers unanimously recommends that you vote FOR the approval of executive compensation as set forth in Proposal Three.
OTHER MATTERS |
| |
| QUESTIONS AND ANSWERS ABOUT COMMUNICATIONS, SHAREHOLDER PROPOSALS AND COMPANY DOCUMENTS |
QUESTIONS AND ANSWERS ABOUT COMMUNICATIONS, SHAREHOLDER PROPOSALS AND COMPANY DOCUMENTS
1.As ofHow do I submit a proposal for action at the mailing date of this proxy statement, the Board knows of no other matters2016 Annual Meeting?
A proposal for action to be presented by any shareholder at the Annual Meeting. Should any other matter requiring a vote of the shareholders arise at the2016 Annual Meeting will be acted upon only if:
the
persons named in the proxy will vote the proxies in accordance with their best judgment.SHAREHOLDER PROPOSALS FOR 2013 ANNUAL MEETING OF SHAREHOLDERS
Any shareholder, who intends to bring business to the annual meeting in the year 2013, or to nominate a person to the Board, must give written notice to our Company Secretary, M. Candace DuFour, at P.O. Box 924133, Houston, Texas 77292-4133, by March 1, 2013. All proposals must meetproposal meets the requirements set forth in the rules and regulations of the SEC in order to be eligible for inclusion in the proxy statement for that meeting. To nominatemeeting and is received at the address provided below no later than November 12, 2015; and
if the proposal is not to be included in the proxy statement, written notice thereof must be received at the address provided below no later than 60 days prior to the 2016 Annual Meeting.
Proposals should be sent to the Office of Secretary by mail to Joe Shafer, Weingarten Realty Investors, P.O. Box 924133, Houston, Texas 77292-4133.
2.How does a trust manager beforeperson communicate with the Board of Trust Managers?
Mail can be addressed to the Trust Managers in care of the Office of the Secretary, as described in response to question 1 above. At the direction of the Board, all mail received may be opened and screened for security purposes. All mail, other than trivial, obscene, unduly hostile, threatening, illegal or similarly unsuitable items will be forwarded to the Board. Trivial mail will be delivered to the Board at the next
annual meeting, submitscheduled Board meeting. Mail addressed to a particular Trust Manager will be forwarded or delivered to that Trust Manager. Mail addressed to "Non-Employee Trust Manager" will be forwarded or delivered to the
nominationChairman of the Governance and Nominating Committee. Mail addressed to
us as described on page 7.the "Board of Trust Managers" will be forwarded or delivered to the Chairman of the Board.
ADDITIONAL INFORMATION3.Electronic Availability of Proxy Statement and Annual ReportWhat is householding?
As permitted by
SEC rules, we are making this proxy statement and our annual report available to shareholders electronically via the
Internet at www.proxyvote.com and under the Investor Relations section of our website at www.weingarten.com under “SEC Filings.” On March 23, 2012, we began mailing to our shareholders a notice containing instructions on how to access this proxy statement and our annual report and how to vote online. If you received that notice, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained on the notice or set forth in the following paragraph.If you received a paper copy of this proxy statement by mail and you wish to receive a notice of availability of next year’s proxy statement either in paper form or electronically via e-mail, you can elect to receive a paper notice of availability by mail or an e-mail message that will provide a link to these documents on our website. By opting to receive the notice of availability and accessing your proxy materials online, you will save us the cost of producing and mailing documents to you, reduce the amount of mail you receive and help preserve environmental resources. Registered shareholders may elect to receive electronic proxy and annual report access or a paper notice of availability for future annual meetings by registering online at www.weingarten.com under “Investor Relations.” If you received electronic or paper notice of availability of these proxy materials and wish to receive paper delivery of a full set of future proxy materials, you may do so at the same location. Beneficial or “street name” shareholders who wish to elect one of these options may also do so under the Investor Relations section of our website at www.weingarten.com.
Reduce Duplicate Mailings
We are required to provide an annual report and proxy statement or notice of availability of these materials to all shareholders of record. If you have more than one account in your name or at the same address as other shareholders, we or your broker may discontinue mailings of multiple copies. If you wish to receive separate mailings for multiple accounts at the same address, you should mark the designated box on your proxy card. If you are voting by telephone or the Internet and you wish to receive multiple copies, you may notify us at the address and phone number at the end of the following paragraph if you are a shareholder of record or notify your broker if you hold shares through a broker.
Once you have received notice from your broker or us that they or we will discontinue sending multiple copies to the same address, you will receive only one copy until you are notified otherwise or until you revoke your consent. If you received1934 Act, only one copy of this proxy statement andis being delivered to shareholders residing at the annual reportsame address, unless the shareholders have notified us of their desire to receive multiple copies of the proxy statement. This is known as householding.
We will deliver, upon oral or notice of availability of these materials and wish to receivewritten request, a separate copy of the proxy statement to any shareholder residing at an address to which only one copy was mailed. Requests for each shareholderadditional copies for current or future years should be directed to the Office of the Secretary as described in response to question 1 above.
Shareholders of record residing at your household, or if, at any time, you wish to resume receiving separate proxy statements or annual reports or notices of availability, or if you arethe same address and currently receiving multiple statementscopies of the proxy statement may contact our registrar and reportstransfer agent, Computershare Trust Company, N.A. ("Computershare"), to request that only a single copy of the proxy statement be mailed in the future.
Contact Computershare by phone at (800) 550-4689 or by mail at 250 Royall Street, Canton, MA 02021.
|
| |
| QUESTIONS AND ANSWERS ABOUT COMMUNICATIONS, SHAREHOLDER PROPOSALS AND COMPANY DOCUMENTS |
4.Where can I see the Company's corporate documents and wishSEC filings?
The Company's website contains the Company's governance policies, Board committee charters, the Codes of Conduct and Ethics and the Company's SEC filings. To view these documents, go to receive only one, please notify your broker if your shares are held inwww.weingarten.com, by clicking on "Investor Relations," and then "Governance Documents" or for the SEC filings, then "SEC Filings."
5.How can I obtain copies of the Company's Annual Report on Form 10-K?
The Company will deliver free of charge, upon request, a brokerage account or us if you hold registered shares. You can notify us by sendingcopy of the Annual Report on Form 10-K to any shareholder requesting a written requestcopy. Requests should be directed to the Company's Investor Relations Department, Weingarten Realty Investors, 2600 Citadel Plaza Drive, Suite 125,P.O. Box 924133, Houston, Texas 77008, Attention:77292-4133.
ADDITIONAL INFORMATION
Management does not know of any items, other than those referred to in the accompanying Notice of Annual Meeting of the Shareholders, which may properly come before the meeting or other matters of incident to conduct at the meeting.
As to any other item or proposal that may properly come before the meeting, including voting on a proposal omitted from this proxy statement pursuant to the rules of the SEC, it is intended that proxies will be voted in accordance with the discretion of the proxy holders.
2014 ANNUAL REPORT
Our Annual Report to Shareholders is being mailed to shareholders along with this Proxy Statement. The Annual Report and the Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC, are on our website at www.weingarten.com and available without charge to shareholders upon writing to our Investor Relations
Department. Neither the Annual Report to Shareholders nor the Annual Report on Form 10-K for the fiscal year ended December 31, 2014 is to be treated as part of the proxy solicitation materials or
as having been incorporated herein by
contacting us at either (800) 298-9974 or (713) 866-6000, and we will promptly deliver additional materials as requested.reference.
| | | | |
| |
| By Order of the Board of Trust Managers, |
| |
| |
| Joe D. Shafer |
| Senior Vice President and Secretary |
March 13, 2015
Houston, Texas
ANNEX A
Weingarten Realty Investors
Non-GAAP Financial Measures
Certain of our key performance indicators are considered non-GAAP financial measures. Management uses these measures along with our GAAP financial statements in order to evaluate our operating results. We believe these additional measures provide users of our financial information additional comparable indicators of our industry, as well as, our performance.
Funds from Operations
The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) attributable to common shareholders computed in accordance with GAAP, excluding extraordinary items and gains or losses from sales of operating real estate assets and interests in real estate equity investments, plus depreciation and amortization of operating properties and impairment of depreciable real estate and in substance real estate equity investments, including our share of unconsolidated real estate joint ventures and partnerships. We calculate FFO in a manner consistent with the NAREIT definition.
We believe FFO is a widely recognized measure of REIT operating performance which provides our shareholders with a relevant basis for comparison among other REITs. Management uses FFO as a supplemental internal measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income by itself as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, management believes that the presentation of operating results for real estate companies that uses historical cost accounting is insufficient by itself. There can be no assurance that FFO presented by us is comparable to similarly titled measures of other REITs.
FFO should not be considered as an alternative to net income or other measurements under GAAP as an indicator of our operating performance or to cash flows from operating, investing or financing activities as a measure of liquidity. FFO does not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness.
FFO is calculated as follows (in thousands):
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| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 |
| Net income attributable to common shareholders | $ | 277,168 |
| | $ | 184,145 |
| | $ | 109,210 |
|
| Depreciation and amortization | 145,660 |
| | 152,075 |
| | 143,783 |
|
Depreciation and amortization of unconsolidated real estate joint ventures and partnerships | 14,793 |
| | 17,550 |
| | 20,955 |
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Impairment of operating properties and real estate equity investments | 895 |
| | 457 |
| | 15,033 |
|
Impairment of operating properties of unconsolidated real estate joint ventures and partnerships | 305 |
| | 366 |
| | 19,946 |
|
Gain on acquisition including associated real estate equity investment | — |
| | (20,234 | ) | | (1,869 | ) |
Gain on sale of property and interests in real estate equity investments | (179,376 | ) | | (95,675 | ) | | (83,683 | ) |
Gain on sale of property of unconsolidated real estate joint ventures and partnerships | (4,919 | ) | | (15,951 | ) | | (1,247 | ) |
| Other | (8 | ) | | (1 | ) | | — |
|
| Funds from operations – basic | 254,518 |
| | 222,732 |
| | 222,128 |
|
| Income attributable to operating partnership units | 2,171 |
| | 1,780 |
| | 1,721 |
|
| Funds from operations - diluted | $ | 256,689 |
| | $ | 224,512 |
| | $ | 223,849 |
|
| | | | | | |
| Weighted average shares outstanding – basic | 121,542 |
| | 121,269 |
| | 120,696 |
|
| Effect of dilutive securities: | | | | | |
| Share options and awards | 1,331 |
| | 1,191 |
| | 1,009 |
|
| Operating partnership units | 1,497 |
| | 1,554 |
| | 1,578 |
|
| Weighted average shares outstanding – diluted | 124,370 |
| | 124,014 |
| | 123,283 |
|
| | | | | | |
| Funds from operations per share – basic | $ | 2.09 |
| | $ | 1.84 |
| | $ | 1.84 |
|
| | | | | | |
| Funds from operations per share – diluted | $ | 2.06 |
| | $ | 1.81 |
| | $ | 1.82 |
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Same Property Net Operating Income
We consider SPNOI to be a key indicator of our financial performance as it provides a better indication of the recurring cash return on our properties by excluding certain non-cash revenues and expenses, as well as other infrequent or one-time items. We believe a pro rata basis is the most useful measurement as it provides our proportional share of SPNOI from all owned properties, including our share of SPNOI from unconsolidated joint ventures and partnerships, which cannot be readily determined under GAAP measurements and presentation. Although SPNOI is a widely used measure among REITs, there can be no assurance that SPNOI presented by us is comparable to similarly titled measures of other REITs.
Properties are included in the SPNOI calculation if they are owned and operated for the entirety of the most recent two fiscal year periods, except for properties for which significant redevelopment or expansion occurred during either of the periods presented, and properties classified as discontinued operations. While there is judgment surrounding changes in designations, we move new development and redevelopment properties once they have stabilized, which is typically upon attainment of 90% occupancy. A rollforward of the properties included in our same property designation is as follows:
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| | | | | |
| | Three Months Ended
December 31, 2014 | | Twelve Months Ended
December 31, 2014 |
| Beginning of the period | 234 |
| | 252 |
|
| Properties added: | | | |
| Acquisitions | — |
| | 4 |
|
| New Developments | — |
| | 4 |
|
| Redevelopments | — |
| | 2 |
|
| Properties removed: | | | |
| Dispositions | (15 | ) | | (39 | ) |
| Other | (1 | ) | | (5 | ) |
| Redevelopments | — |
| | — |
|
| End of the period | 218 |
| | 218 |
|
We calculate SPNOI using operating income as defined by GAAP excluding property management fees, certain non-cash revenues and expenses such as straight-line rental revenue and the related reversal of such amounts upon early lease termination, depreciation, amortization, impairment losses, general and administrative expenses, acquisition costs and other one-time items such as lease cancellation income, environmental abatement costs and demolition expenses. Consistent with the capital treatment of such costs under GAAP, tenant improvements, leasing commissions and other direct leasing costs are excluded from SPNOI. A reconciliation of operating income to SPNOI is as follows (in thousands):
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| | | | | | | | | | | | | | | |
| | Three Months Ended
December 31, | | Twelve Months Ended
December 31, |
| | 2014 | | 2013 | | 2014 | | 2013 |
| Operating Income | $ | 43,969 |
| | $ | 38,832 |
| | $ | 182,038 |
| | $ | 159,868 |
|
| Less: | | | | | | | |
Revenue adjustments (1) | 2,259 |
| | 2,340 |
| | 7,213 |
| | 10,506 |
|
| Add: | | | | | | | |
| Property management fees | 662 |
| | 653 |
| | 2,847 |
| | 2,980 |
|
| Depreciation and amortization | 36,408 |
| | 39,724 |
| | 150,356 |
| | 146,763 |
|
| Impairment loss | 1,024 |
| | — |
| | 1,024 |
| | 2,579 |
|
| General and administrative | 7,023 |
| | 6,559 |
| | 24,902 |
| | 25,371 |
|
| Acquisition costs | 185 |
| | 128 |
| | 254 |
| | 498 |
|
Other (2) | 98 |
| | 190 |
| | 570 |
| | 316 |
|
| Net Operating Income | 87,110 |
| | 83,746 |
| | 354,778 |
| | 327,869 |
|
Less: NOI related to consolidated entities not defined as same property and noncontrolling interests | (10,298 | ) | | (10,477 | ) | | (51,843 | ) | | (38,007 | ) |
Add: Pro rata share of unconsolidated entities defined as same property | 9,068 |
| | 9,615 |
| | 36,188 |
| | 38,169 |
|
| Same Property Net Operating Income | $ | 85,880 |
| | $ | 82,884 |
| | $ | 339,123 |
| | $ | 328,031 |
|
_______________
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| (1) | Revenue adjustments consist primarily of straight-line rentals, lease cancellation income and fee income primarily from real estate joint ventures and partnerships. |
| |
| (2) | Other includes items such as environmental abatement costs and demolition expenses. |
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WEINGARTEN REALTY INVESTORS
ATTENTION: M. CANDACE DUFOURJOE SHAFER HOUSTON, TX 77008 | | VOTE BY INTERNET -www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 7, 2012.April 27, 2015. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our Company in mailing proxy materials, you can consent to receive all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 7, 2012.April 27, 2015. Have your proxy card in hand when you call and then follow the instructions. Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | | |
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | |
| | | | M43909-P22106 | M67302-P47324 | | KEEP THIS PORTION FOR YOUR RECORDS |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| | | DETACH AND RETURN THIS PORTION ONLY |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
WEINGARTEN REALTY INVESTORS | | | | | | For All | | Withhold All | | For All Except | | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | | | | | | |
| | | The Board of Trust Managers recommends you vote FOR the following: | | | | | | | | | | | | | |
| | | 1. | | Election of Trust Managers | | ¨ | | ¨ | | ¨ | | | | | | | | |
| | | | | Nominees | | | | | | | | | | | | | | |
| | | | | 01) | | Andrew M. Alexander | | 06) | | Stephen A. Lasher | | | | | | | | | | | | | | | | |
| | | | | 02) | | Stanford Alexander | | 07) | | Douglas W. Schnitzer | | | | | | | | | | | | | | | | |
| | | | | 03) | | James W. Crownover | | 08) | | C. Park Shaper | | | | | | | | | | | | | | | | |
| | | | | 04) | | Robert J. Cruikshank | | 09) | | Marc J. Shapiro | | | | | | | | | | | | | | | | |
| | | | | 05) | | Melvin A. Dow | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | For | | Against | | Abstain | | |
| | | The Board of Trust Managers recommends you vote FOR the following proposals: | | | | | | | | |
| | | 2. | | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012. | | ¨ | | ¨ | | ¨ | | |
| | | 3. | | To approve, by non-binding vote, executive compensation. | | ¨ | | ¨ | | ¨ | | |
| | | NOTE:The Company will transact such other business as may properly come before the meeting. | | |
| | | For address change/comments, mark here. (see reverse for instructions) | | Yes | | No | | ¨ | | | | | | | | | | |
| | | Please indicate if you plan to attend this meeting. | | ¨ | | ¨ | | | | | | | | | | | | |
| | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | | | | | | | | | | | | |
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| | Signature [PLEASE SIGN WITHIN BOX]
| | Date
| | | | Signature (Joint Owners)
| | Date
| | |
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| | | | | | | | | | | | | | | | | | | | | | | |
| | WEINGARTEN REALTY INVESTORS | | For All | | Withhold All | | For All Except | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | | | | | | | |
| | | The Board of Trust Managers recommends you vote FOR the following: | | | | | | | | | | | | | | |
| | | 1. | | Election of Trust Managers | | o | | o | | o | | | | | | | | |
| | | | | Nominees | | | | | | | | | | | | | | |
| | | | | 01) | | Andrew M. Alexander | 07) | | Stephen A. Lasher | | | | | | | | | | | | | | |
| | | | | 02) | | Stanford Alexander | 08) | | Thomas L. Ryan | | | | | | | | | | | | | | |
| | | | | 03) | | Shelaghmichael Brown | 09) | | Douglas W. Schnitzer | | | | | | | | | | | | | | |
| | | | | 04) | | James W. Crownover | 10) | | C. Park Shaper | | | | | | | | | | | | | | |
| | | | | 05) | | Robert J. Cruikshank | 11) | | Marc J. Shapiro | | | | | | | | | | | | | | |
| | | | | 06) | | Melvin A. Dow | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | For | | Against | | Abstain | |
| | | The Board of Trust Managers recommends you vote FOR the following proposals: | | | | | | | | |
| | | 2. | | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015. | o | | o | | o | |
| | | 3. | | To approve, by non-binding vote, executive compensation. | | | o | | o | | o | |
| | | NOTE: The Company will transact such other business as may properly come before the meeting. | |
| | | For address change/comments, mark here. (see reverse for instructions) | | Yes | | No | | o | | | | | | | | |
| | | Please indicate if you plan to attend this meeting. | | o | | o | | | | | | | | | | |
| | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | | | | | | | | |
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| | | Signature [PLEASE SIGN WITHIN BOX] | | | | Date | | | Signature (Joint Owners) | Date | | | | | | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Annual Report and Notice and Proxy Statement are available atwww.proxyvote.com.M43910-P22106
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Weingarten Realty Investors Annual Meeting of Shareholders May 8, 2012
April 28, 2015 This Proxy is Solicited on Behalf of the Board of Trust Managers
The shareholder of Weingarten Realty Investors, a Texas real estate investment trust, whose name and signature appear on the reverse side of this card, hereby appoints StanfordAndrew M. Alexander and Andrew M.Stanford Alexander, or each of them, the proxies of the shareholder, each with full power of substitution, to vote at the annual meeting,Annual Meeting, and at any adjournments of the annual meeting,Annual Meeting, all common shares of beneficial interest (“ common shares”Common Shares”) of Weingarten that the shareholder is entitled to vote at the annual meeting,Annual Meeting, in the manner shown on the reverse side of this card.
The common sharesCommon Shares represented hereby will be voted in accordance with the shareholder’s directions on the reverse side of this card. If no direction is given, the shares represented by this proxy will be voted FOR on proposals 1, 2 and 3. On any other matters that may properly come before the annual meetingAnnual Meeting or any adjournments thereof, subject to limitations set forth in applicable regulations under the Securities Exchange Act of 1934, the sharesCommon Shares will be voted at the proxies’ discretion. The undersigned hereby revokes any proxy previously given with respect to Weingarten’s common shares,the Common Shares, and hereby ratifies and confirms all that the proxies, their substitutes or any of them may lawfully do by virtue hereof.
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| | | (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) | | | | |
| | | Continued and to be signed on reverse side
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