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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )Filed by the Registrant x[X]Filed by a Party other than the Registrant o[ ] Check the appropriate box: o[ ]Preliminary Proxy Statement o[ ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x[X]Definitive Proxy Statement o[ ]Definitive Additional Materials o[ ]Soliciting Material Pursuant to Rule §240.14a-12Urstadt Biddle Properties Inc.(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 the appropriate box):xUrstadt Biddle Properties Inc.No fee required.(Name of Registrant as Specified In Its Charter) o(Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1.1) Title of each class of securities to which transaction applies: 2.2) Aggregate number of securities to which transaction applies: 3) 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): 4) 4.Proposed maximum aggregate value of transaction: 5) 5.Total fee paid: [ ] SEC 1913 (04-05) Persons who are to respond to the collection of informationcontained in this form are not required to respond unless theform displays a currently valid OMB control number.oFee paid previously with preliminary materials. o[ ]Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) 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. 1.1) Amount Previously Paid: 2.2) Form, Schedule or Registration Statement No.: 3.3) Filing Party: 4.4) Date Filed:
321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830
____________________
1. | To elect |
2. | To ratify the appointment of PKF O’Connor Davies, LLP, as the independent registered public accounting firm of the Company for one year; | ||
3. | To approve, on an advisory basis, the compensation of our named executive officers; | ||
4. | To vote, on an advisory basis, on the frequency the Company should hold the advisory vote on executive compensation (every 1, 2 or 3 years); and |
5. | To transact such other business as may properly come before the meeting or any adjournment thereof. |
We look forward to seeing you on March 22, 2017.
By Order of the Directors | ||||||
WILLING L. BIDDLE | ||||||
President & Chief Executive Officer |
February 9, 2017
Why am I receiving this Proxy Statement?
You are receiving these materials because you owned our Common Shares or Class A Common Shares as a “registered” shareholder or you held Common Shares or Class A Common Shares in “street name” at the close of business on January 20, 2017, the record date for the Annual Meeting, and that entitles you to vote at our Annual Meeting to be held at 2:00 p.m. on Wednesday, March 22, 2017 at Six Landmark Square, 9th Floor, Stamford, CT 06901, or any postponements or adjournments of such meeting, for the purposes set forth in the Notice of Annual Meeting of Stockholders (the “Notice of Meeting”). This Proxy Statement contains information related to the solicitation of proxies for use at the Annual Meeting.
We had 9,660,073 Common Shares and 29,729,045 Class A Common Shares issued and outstanding on January 20, 2017.
Who is soliciting my proxy?
This solicitation of proxies is made by and on behalf of our Board of Directors. We will pay the costs of soliciting proxies, which will consist primarily of the cost of printing, postage and handling. In addition to soliciting proxies by mail, our officers, directors and other employees, without additional compensation, may solicit proxies personally or by other appropriate means. It is anticipated that banks, brokers, fiduciaries, custodians and nominees will forward proxy soliciting materials to their principals, and that we will reimburse these persons’ out-of-pocket expenses. We may also hire a proxy solicitation firm at a standard industry compensation rate, but do not currently intend to do so.
What is the difference between a “registered” shareholder and a shareholder holding shares in “street name?”
If your Common Shares or Class A Common Shares are registered directly in your name with Computershare, Inc., our transfer agent, you are a “registered” shareholder. If you own Common Shares or Class A Common Shares through a broker, bank, trust or other nominee rather than in your own name, you are the beneficial owner of the Common Shares or Class A Common Shares, but considered to be holding the Common Shares or Class A Common Shares in “street name.”
Who can attend the Annual Meeting?
If you are a holder of record of our Common Shares or Class A Common Shares at the close of business on January 20, 2017, the record date for the Annual Meeting, you are authorized to attend the Annual Meeting. You will be asked to present proof of share ownership and valid picture identification, such as a driver’s license or passport, before being admitted. If your common stock is held beneficially in the name of a bank, broker or other holder of record (i.e., street name), you will be asked to present proof of your ownership by presenting a bank or brokerage account statement reflecting your ownership as of the record date. Cameras, recording equipment and similar electronic devices will not be permitted to be used at the Annual Meeting. We may waive any one of these requirements on a case-by-case basis.
What are the voting rights of stockholders?
Holders of record of Common Shares and Class A Common Shares of the Company as of the close of business on the record date, January 20, 2017, are entitled to receive notice of, and to vote at, the Annual Meeting. The outstanding Common Shares and Class A Common Shares constitute the only classes of securities entitled to vote at the Annual Meeting. Each Common Share entitles the holder thereof to one vote and each Class A Common Share entitles the holder thereof to 1/20 of one vote. At the close of business on January 20, 2017, there were 9,660,073 Common Shares issued and outstanding and 29,729,045 Class A Common Shares issued and outstanding.
What will constitute a quorum at the Annual Meeting?
The presence, either in person or by properly executed proxy, of stockholders entitled to cast a majority of all votes entitled to be cast at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting, permitting the stockholders to conduct business at the Annual Meeting. Each Common Share outstanding on January 20, 2017, the record date, entitles the holder thereof to one vote and each Class A Common Share outstanding on the record date entitles the holder thereof to 1/20 of one vote.
We will include properly executed proxy cards marked “for,” “against”, “withhold” or “abstain” and broker “non-votes” as present at the Annual Meeting for purposes of determining a quorum. A broker non-vote occurs when a nominee holding shares for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares.
How many votes are needed to approve each of the proposals?
Directors are elected by a majority of the votes cast. Ratification of our independent registered public accounting firm and approval of the advisory vote on executive compensation will require the affirmative vote of the holders of not less than a majority of the votes cast at the Annual Meeting, in person or by properly executed proxy. For the approval of the vote on the frequency the Company should hold the advisory vote on executive compensation, the selection of “one year”, “two years” or “three years” that receives the greatest number of votes cast at the Annual Meeting, in person or by properly executed proxy, will indicate the shareholders’ preference.
How do I vote?
If you are a “registered” holder of Common Shares or Class A Common Shares at the close of business on January 20, 2017, the record date for the Annual Meeting, you can vote either in person at the Annual Meeting or by proxy without attending the Annual Meeting. We urge you to vote by proxy even if you plan to attend the Annual Meeting so that we will know as soon as possible that enough votes will be present for us to hold the meeting. If you attend the Annual Meeting in person, you may vote at the meeting and your proxy will not be counted. You can vote by proxy by any of the following methods:
Voting by Telephone or Through the Internet. If you are a “registered” shareholder, you may vote by proxy by using either the telephone or Internet methods of voting. Proxies submitted by telephone or through the Internet must be received by 11:59 p.m., eastern daylight time, on March 21, 2017. Please see the Notice of Availability or proxy card for instructions on how to access the telephone and Internet voting systems.
Voting by Proxy Card. A proxy is your legal designation of another person (the “proxy”) to vote your shares on your behalf. By completing your proxy through the Internet, by telephone or by returning a completed proxy card, you are giving Willing L. Biddle, President and Chief Executive Officer, and Miyun Sung, Senior Vice President, Chief Corporate Counsel and Secretary, the authority to vote your shares in the manner you indicate on your proxy. Accordingly, your Common Shares or Class A Common Shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, we encourage you to vote by signing and returning your proxy card in advance. Each “registered” shareholder electing to receive shareholder materials by mail may vote by proxy by using the accompanying proxy card. If you return a proxy card that is properly signed and completed, the Shares represented by your proxy will be voted as you specify on the proxy card. If you sign and return a proxy card without indicating how you want your shares to be voted, Mr. Biddle and Ms. Sung will vote your shares in accordance with the recommendations of the Board.
For those of you holding your Common Shares or Class A Common Shares in “street name,” we have supplied copies of our proxy materials for the Annual Meeting to the broker, bank, trust or other nominee holding your shares of record and they have the responsibility to send these proxy materials to you. You must either direct the broker, bank, trust or nominee as to how to vote your shares, or obtain a proxy from the broker, bank, trust or nominee to vote at the Annual Meeting. Please refer to the Notice of Availability or the voter instruction card used by your broker, bank, trust or nominee for specific instructions on methods of voting, including by telephone or using the Internet. If you fail to give your broker, bank, trust or nominee specific instructions on how to vote your shares with respect to Items 1, 3 and 4, your vote will NOT be counted for those matters. It is important for every shareholder’s vote to be counted on these matters so we encourage you to provide your broker, bank, trust or nominee with voting instructions. If you fail to give your broker, bank, trust or nominee specific instructions on how to vote your shares on Item 2, such broker, bank, trust or nominee will generally be able to vote on Item 2 as he, she or it determines.
What are the Board’s recommendations?
The Board recommends a vote:
● | FOR the election of each of the three director nominees; |
● | FOR the ratification of the appointment of PKF O’Connor Davies, LLP as the Company’s independent registered public accounting firm for the ensuing fiscal year; |
● | FOR the approval, on an advisory basis, of the compensation of our named executive officers; |
● | FOR the approval, on an advisory basis, of “three years” as the frequency for holding future advisory votes on executive compensation; and |
● | as to any other matter that may properly come before the Annual Meeting, in accordance with the recommendation of the Board or, if no recommendation is given, in the named proxies’ discretion to the extent permitted under relevant laws and regulations. |
Shares represented by proxies in the form enclosed, if such proxies are properly executed and returned and not revoked, will be voted as specified, but where no specification is made, the shares will be voted as the Board recommends, as set forth above.
Will my Class A Common Shares and Common Shares be voted if I do not provide my proxy and I do not attend the Annual Meeting?
If you do not provide a proxy or vote your Common Shares or Class A Common Shares held as a “registered” shareholder, your shares will not be counted for purposes of determining a quorum or for determining whether the matters presented at the Annual Meeting are approved. If you hold your shares in “street name,” your broker may be able to vote your shares for routine matters even if you do not provide the broker with voting instructions. The ratification of PKF O’Connor Davies, LLP as our independent registered public accounting firm for fiscal year 2017 is considered a routine matter. Your broker may not vote your shares for non-routine matters if you do not provide the broker with voting instructions.
What if I return my proxy but abstain?
Abstentions are counted as present for determining a quorum. However, abstentions will have no effect on any of the items to be considered at the Annual Meeting.
May I change my vote after I return my proxy card?
Yes. You may change or revoke a previously granted proxy at any time before it is exercised at the Annual Meeting by submitting a proxy bearing a later date or by voting in person at the Annual Meeting. Please note that attendance at the meeting will not, in itself, constitute revocation of a previously granted proxy.
If your Common Shares or Class A Common Shares are held in street name, then you may submit new voting instructions by contacting your broker or nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy from your broker as described above.
Why did I receive more than one Notice, proxy card, voting instruction form and/or email?
You will receive more than one Notice of Availability, proxy card, voting instruction form or email, or any combination of these, if you hold your Common Shares or Class A Common Shares in different ways (i.e., joint tenancy, trusts and custodial accounts) or in multiple accounts. You should provide voting instructions for all Notices of Availability, proxy cards, voting instruction forms and email links you receive.
What is “householding” and how does it affect me?
If you and other residents at your mailing address who have the same last name own our Common Shares or Class A Common Shares in street name, your broker or bank may have sent you a notice that your household will receive only one Annual Report to Stockholders (the “Annual Report”) and Proxy Statement. This practice of sending only one copy of proxy materials is known as “householding.” If you did not respond that you did not want to participate in householding, you were deemed to have consented to the process. If the foregoing procedures apply to you, your broker has sent one copy of each of our Notice of Availability or Annual Report, Notice of Meeting and Proxy Statement to your address. However, even if your broker has sent only one copy of these proxy materials, each stockholder in your household should receive a proxy card or should be able to vote individually via telephone or internet. You may revoke your consent to householding at any time by contacting your broker or bank, if you hold your shares in a “street name,” or by calling Computershare at (866) 203-6250 if you are a “registered” stockholder. The revocation of your consent to householding will be effective 30 days
following its receipt. In any event, if you did not receive an individual copy of our annual report or Proxy Statement, we will promptly send a separate copy of the Annual Report, the Proxy Statement or the Notice of Availability to you upon oral or written request. Such request can be made by contacting us at 321 Railroad Avenue, Greenwich, CT 06830, attention: Secretary (telephone number: (203) 863-8200). Any stockholders sharing the same address and currently receiving multiple copies of the Annual Report and the Proxy Statement who wish to receive only one copy of these materials per household in the future may also contact your broker or bank or us to participate in the householding program.
How may “registered” shareholders and shareholders holding Common Shares or Class A Common Shares in “street name” elect to receive future shareholder materials by electronic mail (“email”) delivery?
Opting to receive all future proxy materials via email delivery saves us the cost of producing and mailing documents to your home or business and helps us to conserve natural resources. “Registered” shareholders who wish to receive their proxy materials in this manner may register to do so on Computershare’s website atwww.computershare.com/investor in which case you will receive an email containing links to our proxy materials. If you own Common Shares or Class A Common Shares in “street name” and wish to receive proxy materials via an email containing links, you must contact your broker, bank, trust or nominee for instructions on how to receive future proxy materials in this manner. Shareholders who hold Common Shares or Class A Common Shares in different ways (i.e., joint tenancy, trusts and custodial accounts) or in multiple accounts will need to complete the applicable process for each account. Your election to receive your proxy materials by email delivery will remain in effect for all future annual meetings until you revoke it.
Is there a list of stockholders entitled to vote at the Annual Meeting?
The names of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the meeting, between the hours of 9:00 a.m. and 4:30 p.m., by contacting our Secretary at our principal executive offices at 321 Railroad Avenue, Greenwich, CT 06830.
What if I have questions about the Notice of Availability, voting or email delivery?
Questions regarding the Notice of Availability, voting or email delivery should be directed to our Secretary at 321 Railroad Avenue, Greenwich, CT 06830.
You should rely only on the information provided in this Proxy Statement. We have not authorized anyone to provide you with different information. You should assume that the information in this Proxy Statement is accurate only as of the date of this Proxy Statement or, where information relates to another date set forth in this Proxy Statement, then as of that date.
See “Information Concerning Continuing Directors and Executive Directors” for information regarding the nominees for director incontinuing Class I and Class III currently is a director. The continuing directors in Class I are Messrs. Willing L. Biddle, E. Virgil Conway and Robert J. Mueller, whose terms expire at“Corporate Governance and Board Matters” for information regarding the 2016 Annual Meeting. The continuingprocess for evaluating directors in and the nomination process, as well as determinations of director independence.
Class II are Messrs. Kevin J. Bannon, Richard Grellier and Charles D. Urstadt, whose terms expire at theDirectors with Terms Expiring in 2017 Annual Meeting.
Mr. Bannon has over 30 years of extensive investment, risk management and executive leadership experience, including service in senior investment, planning and finance positions as Executive Vice President and Chief Investment Officer of The Bank of New York. In addition, Mr. Bannon brings to the Company a wealth of experience overseeing corporate risk management and processes for risk detection, avoidance and mitigation, skills that are critical to his service on the Company’s Board of Directors and its Audit Committee.
Richard Grellier,age 51,56, has served as a director of the Company since March2011. Mr. Grellier is currently a Managing Director of Deutsche Bank Securities Inc., where he oversees capital market transactions, with a particular emphasis on REITs and real estate operating companies. Prior to joining Deutsche Bank, Mr. Grellier was a project manager for a developer, builder and operator of hospitality-related projects in the New York Metropolitan area where he focused on waterfront development and construction. He previously served as a member of the Company’s Board of Consultants from 2002 to 2010.
Mr. Grellier brings to the Board more than 25 years of real estate experience, including over 20 years as a real estate investment banker, specialized knowledge of the retail REIT sector and extensive experience in capital markets solutions. This experience, together with his educational background, has provided Mr. Grellier with the kinds of skills in risk management, strategic planning and capital markets that are valued by the Board, as well as the financial knowledge that is essential to his role on the Audit Committee.
Charles D. Urstadt, age 57, has been a director of the Company since 1997. Mr. Urstadt is currently President and Director of Urstadt Property Company, Inc., a real estate investment corporation, which is not related to the Company. Mr. Urstadt previously served as Director, Miami Design Preservation League (2008–2016); Director, Friends of Miami Marine Stadium, Inc. (2011-2015); Managing Director of Urstadt Real Estate LLC (2008–2014); Executive Director of Sales, Halstead Property LLC (2007–2009); Executive Vice President, Brown Harris Stevens, LLC (1992–2001); Publisher, New York Construction News (1984–1992); Member, Board of Consultants of the Company (1991–1997); Director, Friends of Channel 13 (1992–2001); Board Member, New York State Board for Historic Preservation (1996–2002); President and Director, East Side Association (1994–1997); and Director, New York Building Congress (1988–1992).
Mr. Urstadt brings a wealth of real estate and business experience from his current position as President and Director of Urstadt Property Company, Inc. This real estate enterprise represents the culmination of over 30 years of experience in real estate sales and leasing brokerage, property management and corporate policy-making. Mr. Urstadt also brings to the Board his experience serving on a variety of private company boards. The Board draws on Mr. Urstadt’s experience and real estate acumen for insights into the real estate industry and for strategic direction on the Company’s operations.
Vote Required; Board Recommendation
At the Annual Meeting, the stockholders of the Company will vote on the election of three directors comprising Class II. The affirmative vote of a majority of the votes cast with respect to each nominee at the Annual Meeting, in person or by proxy, subject to quorum requirements, will be required to elect a director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
EACH OF THE NOMINEES FOR ELECTION AS DIRECTOR.
INFORMATION CONCERNING CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
The continuing directors in Class I are Messrs. Willing L. Biddle, Bryan O. Colley and Robert J. Mueller, whose terms expire at the 2019 Annual Meeting of Stockholders. The continuing directors in Class III are Mrs. Catherine U. Biddle and Messrs. George H.C. Lawrence, Charles J. Urstadt and Noble O. Carpenter, whose terms expire at the 2018 Annual Meeting of Stockholders.
Mr. Carpenter was appointed by the Board, upon consideration of his qualifications and the Board’s needs, as a Class III director on December 15, 2016 to fill a vacancy created by the passing of Robert D. Douglass on December 6, 2016. Mr. Carpenter was also appointed to serve on the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Carpenter was introduced as a potential candidate for the Board by the Company’s Chief Executive Officer.
Class III Directors with Terms Expiring in 2018
Catherine U. Biddle, age 53, has served as a director of the Company since 2013. Mrs. Biddle is currently is Executive Vice President, Secretary and a director of Urstadt Property Company, Inc. and Executive Vice President and Secretary of Two Park Place Corp. (each, each a real estate investment corporation).corporation unrelated to the Company. Mrs. Biddle also serves as Director, Kensico Cemetery. Mrs. Biddle previously served as Trustee, Historic Hudson Valley (2012–1014)2014), and as an officer in The Bank of New York’s Commercial Real Estate Finance Division (1989–1993).
Noble O. Carpenter, Jr., age 55, has served as a director of the Company since 1991. Currently,2016. He is currently President, Investor Services & Capital Markets, Americas for Cushman & Wakefield, a commercial real estate services company. He is also a member of Cushman & Wakefield’s Americas Executive Committee and the Global Capital Markets Steering Committee. Prior to the merger of DTZ and Cushman & Wakefield in September 2015, Mr. Douglass isCarpenter was President of CounselDTZ’s America Capital Markets team. Mr. Carpenter came to Milbank, Tweed, Hadleyjoin DTZ as the result of a merger with Cassidy Turley, where he led the Strategic Accounts initiative, providing tailored, creative solutions and McCloy, attorneys. He also serves as Chairmanconsistent best practices to 25 of the Downtown Lower Manhattan Association; Chairman offirm’s largest institutional investor clients. Prior to joining Cassidy Turley in 2011, Mr. Carpenter spent more than 20 years at Jones Lang LaSalle Incorporated, a professional services and investment management company specializing in real estate, where he was an International Director in the Alliance for Downtown New YorkCapital Markets Group. While there, he held senior transactional and as a director of the Lower Manhattan Development Corporation. Mr. Douglass previously served as Chairmanleadership roles and Director, Clearstream International (2000–2004); Chairman and Director, Cedel International (1994–2002); Vice Chairman and Director, The Chase Manhattan Corporation (1985–1993); Executive Vice President, General Counsel and Secretary of The Chase Manhattan Corporation (1976–1985); and as General Counsel (1965–1970) and Secretary (1971–1972) to New York State’s former Governor Nelson A. Rockefeller. Mr. Douglass is a former Trustee of Dartmouth College (1983–1993).
As a seasoned executive in the real estate industry, Mr. Carpenter has served as a directornearly 30 years of many publicly traded companies. In his positions as former Vice Chairman and Director of The Chase Manhattan Corporation, and as former Executive Vice President, General Counsel and Secretary of The Chase Manhattan Corporation, Mr. Douglass acquired experience in planning corporate strategiescommercial real estate, with broad knowledge of the national real estate market, as well as specific knowledge of the local New York City market. In particular, his extensive knowledge of real estate brokerage and assessing regulatory, financial, and operational risks that make him afinancing enables Mr. Carpenter to offer valuable assetinsight with respect to our Board. As an attorney, Mr. Douglass has counseled large corporations on the kinds of legal and regulatory issues faced by the Company and his understanding of corporate governance issues and governmental relations facilitates his role as Chairman of our Nominating and Corporate Governance Committee.
As both an attorney and businessman, Mr. Colley has over 35 years of experience owning, managing, operating and/or leasing commercial properties and restaurant enterprises, all skills that are value to the Board. In particular, his extensive knowledge of franchising, a business model employed by many of the Company’s
tenants, enables Mr. Colley to offer valuable insight with respect to the Company’s leasing strategy and its understanding of the industries in which the Company’s tenants operate. Mr. Colley also brings valuable insight into the local business markets, given his decades of experience as a business executive in the New York State Thruway Authority. Previously, Mr. Conway served as Director, License Monitor, Inc. (2009–2010); Trustee, Phoenix Mutual Funds (1992–2008); Trustee, Consolidated Edison Company of New York, Inc. (1970–2002); Director, Union Pacific Corporation (1978–2002); Trustee, Atlantic Mutual Insurance Company (1974–2002); Director, Centennial Insurance Company (1974–2002); Chairman, New York Metropolitan Transportation Authority (1995–2001); Chairman, Financial Accounting Standards Advisory Council (1992–1995); and Chairman and Director of The Seamen’s Bank for Savings, FSB (1969–1989). Mr. Conway is an Honorary Trustee of Josiah Macy Foundation, Trustee Emeritus of Pace University and Trustee Emeritus of Colgate University.
● | Corporate Governance Guidelines, which address the qualifications and responsibilities of directors, director independence, committee structure and responsibilities, and interactions with management, among other matters |
● | Code of Ethics for Senior Financial Officers |
● | Code of Business Conduct and Ethics |
Together with the bylaws of the CompanyCompany’s Bylaws and the charters of the Board’s committees, the Corporate Governance Guidelinesthese guidelines and policies provide the framework for the governance of the Company.
Mr. Grellier, neither director receives any portion of the fees paid to Cushman & Wakefield or Deutsche Bank, respectively, by the Company, and each director has been and will continue to be walled off both financially and otherwise from any transactions the Company may enter into with such company. Based upon its review, the Board of Directors determined that, all of its directors, other than Mrs. Catherine U. Biddle and Messrs. Willing L. Biddle, Charles J. Urstadt and Charles D. Urstadt, all of its directors, including Robert Douglass who passed away in December 2016, were or are independent, consistent with the Corporate Governance Guidelines.
Each year, the Governance Committee oversees the Board and committee self-evaluation process and considers individuals for appointment, election or re-election to the Board. In identifying and evaluating individuals, the Governance Committee has the authority to consider candidates from a variety of sources, including existing members of the Board, new candidates proposed by management or other directors, as well as candidates that may be proposed by stockholders. The Governance Committee also has the authority to consult with or retain advisors or search firms to assist in identifying qualified director candidates, but did not retain one for 2016. Mr. Carpenter was introduced as a potential candidate for the Board by the Company’s Chief Executive Officer. After identifying and evaluating potential candidates, the Governance Committee then makes a recommendation to the Board regarding director appointments and nominations for election or re-election, taking into account the criteria set forth in the Director Candidate Guidelines, which are part of the Corporate Governance Guidelines.
Pursuant to the Director Candidate Guidelines, the Board of Directors and Certain Meetings
● | a candidate’s demonstrated integrity and ethics consistent with the Company’s Code of Business Conduct and Ethics; |
● | a candidate’s willingness and ability to participate fully in Board activities, including active membership and attendance at Board meetings and, subject to the independence criteria established by the NYSE listing standards and applicable rules of the SEC, participation on at least one committee of the Board; and |
● | a candidate’s willingness to represent the best interests of all of the Company’s shareholders and not just a particular constituency. |
● | a candidate’s experience in real estate, business, finance, accounting rules and practices, law and public relations; |
● | a candidate’s management experience, judgment, skill and experience with businesses and organizations comparable to the Company; |
● | the appropriate size and diversity of the Company’s Board of Directors; and |
● | the needs of the Company with respect to the particular talents and experience of its directors and the interplay of the candidate’s experience with that of other Board members. |
In considering diversity in selecting director nominees, the Governance Committee gives weight to the extent to which candidates would increase the effectiveness of the Board by improving the experience, qualifications, key attributes and skills represented by the members of the Board. The Company requires that at least a majority of its directors satisfy the independence criteria established by the New York Stock ExchangeNYSE and any applicable SEC rules, as they may be amended from time to time. In addition, the Governance Committee will consider the financial literacy and financial background of nominees to ensure that the Board has at least one “audit committee financial expert” on the Audit Committee and that Board members who
The Committee does not intend to evaluate such nomineeswill consider all candidates for director nominated by a shareholder in accordance with the Company’s Bylaws and applicable securities laws in the same manner that it considers any differently than other nominees tocandidate.
Committees of the Board.
Nominating & | ||||||||
Corporate | ||||||||
Audit | Compensation | Governance | Executive | |||||
Committee | Committee | Committee | Committee | |||||
Charles J. Urstadt | X | |||||||
Willing L. Biddle | X | |||||||
Kevin J. Bannon* | X | X (Chair) | ||||||
Catherine U. Biddle | X | |||||||
Noble O. Carpenter* | X | X | ||||||
Bryan O. Colley* | X | X | ||||||
Richard Grellier* | X | X | ||||||
George H.C. Lawrence* | X (Chair) | X | ||||||
Robert J. Mueller* | X (Chair) | X | X | |||||
Charles D. Urstadt | X |
* Independent
Until his passing in December 2016, Mr. Douglass served as a Class III director, as Vice Chairman of the Board of Directors, Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee.
The Board of Directors has determined that Mr. Robert Mueller, Chair of the Audit Committee, meets the standards of an “Audit Committee Financial Expert” as that term is defined under Item 407(d) of Regulation S-K. Each member of the Audit Committee is financially literate, as required by the NYSE.
Audit Committee
The Audit Committee consists of three independent directors, each of whom is independent as defined in the listing standards of the NYSE and meets other standards and requirements set forth in the Corporate Governance Guidelines. The Audit Committee operates pursuant to a written charter that is reviewed annually. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities. The Audit Committee’s primary duties are to:
● | monitor the integrity of the Company’s financial statements, financial reporting processes and systems of internal controls over financial reporting; |
● | monitor the Company’s compliance with legal and regulatory requirements relating to the foregoing; |
● | monitor the independence and performance of the Company’s independent auditor and internal auditing function; |
● | provide an avenue of communication among the Board, the independent auditor, management and persons responsible for the internal audit function; and |
● | prepare the Report of Audit Committee, as required by applicable securities regulations. |
The Audit Committee has sole authority to appoint, retain, oversee and, when appropriate, terminate the independent auditor of the Company. The Committee reviews with management and the independent auditor the Company’s quarterly financial statements and internal accounting procedures and controls, and reviews with the independent auditor the scope and results of the auditing engagement. See “Report of Audit Committee” set forth in this Proxy Statement for a further description of the Audit Committee’s responsibilities. Additional rights and responsibilities are set forth in the Audit Committee’s written charter.
Compensation Committee
The Compensation Committee consists of three independent directors, each of whom is independent as defined in the listing standards of the NYSE and meets other standards and requirements set forth in the Corporate Governance Guidelines. The Compensation Committee operates pursuant to a written charter that is reviewed annually. Key responsibilities of the Compensation Committee include:
● | reviewing the Company’s overall compensation strategy to ensure that it promotes shareholder interests and supports the Company’s strategic objectives; |
● | reviewing and approving corporate goals and objectives relevant to compensation of the Company’s Chief Executive Officer, evaluating the Chief Executive Officer’s performance in light of those goals and objectives and establishing the compensation of the Company’s Chief Executive Officer; |
● | reviewing and recommending to the Board compensation for directors and non-CEO executive officers; |
● | administering the Company’s Restricted Stock Award Plan and approving bonus or cash incentive plans used to compensate officers and other employees; and |
● | reviewing and discussing with management the Compensation Discussion and Analysis and preparing the Compensation Committee Report, as required by applicable securities regulations. |
The Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant and other advisors in the discharge of its duties. Additional rights and responsibilities are set forth in the Compensation Committee’s written charter.
For a description of the role performed by executive officers in determining or recommending the amount or form of executive and director compensation, see “Compensation Discussion and Analysis.”
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee consists of six independent directors, each of whom is independent as defined in the text of which may be viewed on the Company’s website at http://www.ubproperties.com. Messrs. Kevin J. Bannon, E. Virgil Conway, Robert R. Douglass (Chair), Richard Grellier, George H. C. Lawrence and Robert J. Mueller are the current memberslisting standards of the NYSE and meets other standards and requirements set forth in the Corporate Governance Committee.
● | establish criteria for Board membership and selection of new directors; |
● | recommend nominees to stand for election to the Board, including incumbent Board members and candidates for new directors; |
● | develop and recommend a set of corporate governance principles and evaluate compliance by management and the Board with those principles, ethics standards and its code of conduct; |
● | review the Company’s insider trading policy; |
● | develop and periodically review succession planning for the Chief Executive Officer, with the assistance of the Chief Executive Officer and other members of the Board; and |
● | oversee an annual evaluation of the performance of the Board of Directors and each of its chartered committees. |
The Governance Committee has sole authority to select and retain, terminate and approve the meeting.
The Executive Committee, consisting of five directors, held three meetings during the fiscal year ended October 31, 2014.2016. In general, the Executive Committee is convened only if timely attention to a transaction or matter makes calling a meeting of the Board of Directors not feasible or difficult. The Executive Committee may exercise such powers of the directors between meetings of the directors as may be delegated to it by the directors (except for certain powers of the directors which may not be delegated). Mrs. Catherine U. Biddle
Meetings of the Board of Directors and Messrs. Willing L. Biddle, Robert R. Douglass, Charles D. Urstadtits Committees; Director Attendance
Pursuant to our Corporate Governance Guidelines, the Board is required to hold a minimum of four quarterly meetings per year. Directors are expected to attend substantially all meetings of the Board and Charles J. Urstadt aremeetings of the currentcommittees of the Board on which they serve. During the fiscal year ended October 31, 2016, the Board held five meetings, in addition to actions by unanimous written consent.
Pursuant to their committee charters, each of the Compensation Committee and Governance Committee is required to meet at least once per year, and the Audit Committee is required to meet at least quarterly. The Executive Committee only meets on an as needed basis. During the fiscal year, the Audit Committee held five meetings, the Compensation Committee and the Governance Committee each held one meeting and the Executive Committee held three meetings.
Each director attended at least 75% of the aggregate number of all meetings held by the Board of Directors and all meetings held by committees of which such director was a member.
The Company encourages, but does not require, that members of its Board of Directors attend the annual meeting of stockholders. All but one of the Company’s then current directors attended the Annual Meeting of Stockholders held on March 24, 2016.
Executive Committee.
The Chair of the Governance Committee presides over all executive sessions of the independent directors. In the fiscal year ended October 31, 2016, the independent directors of the Company met four times in executive session. Mr. Douglass, Chair of the Governance Committee during fiscal year 2016, presided over the meetings.
Risk Oversight
One of the important roles of our Board is to oversee various risks that we may face from time to time. While the full Board has primary responsibility for risk oversight, it utilizes its committees, as appropriate, to monitor and address the risks that may be within the scope of a particular committee’s expertise or charter. The Audit Committee regularly reviews and discusses the Company’s policies and procedures with respect to risk assessment generally and specifically financial risk exposures, including risks associated with liquidity, interest rates, credit, operations and other matters, as well as internal controls over financial reporting. The Audit Committee also oversees risks related to the Company’s policies concerning the whistleblower process, the code of ethics for senior financial officers and the code of business conduct and ethics. The Compensation Committee oversees risks related to the Company’s policies concerning executive compensation and compensation generally. The Governance Committee oversees risks related to the Company’s policies regarding related party transactions and insider trading, among other things. Each committee reports regularly to the Board to facilitate the Board’s risk oversight. The Board also receives reports directly from senior officers who may be involved on a more regular basis with specific risk issues.
Code of Ethics for Senior Financial Officers; Code of Business Conduct and Ethics
We have adopted a Code of Ethics for Senior Financial Officers (the “Code of Ethics”). The Code of Ethics applies to the Company’s Chief Executive Officer, Chief Financial Officer and Controller and is intended to deter wrongdoing, promote honest and ethical conduct, promote proper disclosure of financial information in the Company’s periodic reports, and promote compliance with applicable laws, rules and regulations by the Company’s senior officers who have financial responsibilities, among other things. We intend to satisfy the disclosure requirements under the Securities and Exchange Act of 1934, as amended, regarding an amendment to or waiver from a provision of our Code of Ethics by posting such information on our web site.
We have also adopted a Code of Business Conduct and Ethics that applies to all of our employees and directors that is similarly designed to promote ethical conduct. We intend to satisfy the disclosure requirements under NYSE listing standards regarding any waiver for a director or executive officer from a provision of our Code of Business Conduct and Ethics by posting such information on our web site.
Contacting the Board of Directors
Stockholders and other interested parties who desire to contact the Company’s Board of Directors or any individual director may do so by writing to: Board of Directors, c/o Secretary, Urstadt Biddle Properties Inc., 321 Railroad Avenue, Greenwich, CT 06830. The Board has instructed our Secretary to promptly forward all such communication to the specified addressees thereof.
Stockholders and other interested parties also may direct communications solely to the independent directors of the Company, as a group, by addressing such communications to the independent directors, c/o Secretary, at the address set forth above.
In addition, the Board of Directors maintains special procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the submission by employees of the Company, on a confidential and anonymous basis, of concerns regarding questionable accounting or auditing matters. Such communications may be made by writing to the Audit Committee of the Board of Directors, c/o Secretary, at the address set forth above. Any such communication marked “confidential” will be forwarded by the Secretary, unopened, to the Chairman of the Audit Committee.
We have been advised by representatives of PKF that such appointment be ratified. Representatives of PKFthey will be present at the Annual Meeting with the opportunity to make a statement if they so desire. Such representatives also will be available to respond to appropriate questions.
The Sarbanes-Oxley Act of 2002 requires the Audit Committee to be directly responsible for the appointment, compensation and oversight of the audit work of the independent registered public accounting firm. Nevertheless, our Board of Directors is submitting the appointment of PKF to the stockholders for ratification as a matter of good corporate practice.
The affirmative vote of the holders of not less than a majority of the total combined voting power of all classes of stock entitled to vote and presentvotes cast on this proposal at the Annual Meeting, in person or by properly executed proxy, subject to quorum requirements, will be required to ratify the appointment of PKF as the independent registered public accounting firm of the Company. If the stockholders do notfail to ratify the appointment of PKF, the Audit Committee willmay reconsider whether or not tothe appointment and may retain PKF as the independent registered publicor another accounting firm ofwithout resubmitting the Company formatter to stockholders. Even if the fiscal year ending October 31, 2015.
FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The SEC requires disclosure of the fees billed by the Company’s independent registered public accounting firm for certain services. For the fiscal year ended October 31, 2016, PKF served as the Company’s independent registered public accounting firm. The following table sets forth the aggregate fees billed by PKF during the fiscal years ended October 31, 2016 and 2015 respectively.
Fiscal Year Ended | Fiscal Year Ended | ||||||||
October 31, 2016 | October 31, 2015 | ||||||||
Fees Billed: | |||||||||
Audit Fees | $ | 374,280 | $ | 363,295 | |||||
Audit-Related Fees | $ | 50,450 | $ | 23,500 | |||||
Tax Fees | $ | 7,950 | $ | 29,250 | |||||
All Other Fees | $ | 0 | $ | 0 | |||||
Total | $ | 432,680 | $ | 416,045 |
Audit Feesinclude amounts billed to the Company related to the audit of the consolidated financial statements of the Company and for quarterly reviews for that year. For the fiscal years ended October 31, 2016 and October 31, 2015, respectively, these amounts included $287,180 and $279,295 for the audit and quarterly reviews of the Company’s financial statements and $87,100 and $84,000 for the audit of the effectiveness of the Company’s internal controls over financial reporting.
Audit-Related Feesinclude amounts billed to the Company for services rendered in connection with required reviews performed in connection with registration statements and significant property acquisitions during the year.
Tax Feesinclude amounts billed to the Company primarily for tax planning and consulting, tax compliance and a review of federal and state income tax returns for the Company and its consolidated joint ventures.
All Other Feesinclude fees for all other services provided by PKF, other than the services reported above as Audit Fees, Audit-Related Fees or Tax Fees. There were no amounts billed or incurred related to other fees in the fiscal years ended October 31, 2016 or 2015, respectively.
Audit Committee Pre-Approval Policy
The Audit Committee’s policy is to review and pre-approve any engagement of our independent registered public accounting firm to provide any audit or permissible non-audit service to the Company. During the fiscal year ended October 31, 2016, the Audit Committee approved, prior to engagement, all audit and non-audit services provided by the Company’s independent registered public accounting firm and all fees to be paid for such services. The Audit Committee has pre-approved all audit services to be provided by the Company’s independent registered public accounting firm related to reviews of the Company’s quarterly financial reports on Form 10-Q and audit of the Company’s Annual Report on Form 10-K for the year ending October 31, 2017, as well as services related to the review of federal and state income tax returns for the Company and its consolidated joint ventures. All other services will be considered and pre-approved on an individual basis.
Fees Paid in Connection with Internal Audit Services
In addition to the fees enumerated above that were paid to the Company’s independent registered public accounting firm during the year ended October 31, 2016, the Company incurred fees of approximately $166,027 to Berdon LLP for internal audit services.
One of the Audit Committee’s principal purposes is to time).
Audit Committee: | ||||||
Robert J. Mueller, Chairman |
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (as set forth in Section 14A of the fees billedSecurities Exchange Act of 1934, as amended), we are providing our stockholders with the opportunity to cast a non-binding, advisory vote on the compensation that was paid to our named executive officers in fiscal 2016 as described in the “Compensation Discussion and Analysis” set forth below, including the compensation tables and the narrative disclosures that accompany those tables.
Our executive compensation program is designed to attract and retain talented individuals who possess the skills and expertise necessary to lead the Company. The Company’s Restricted Stock Award Plan that is the primary vehicle for providing long-term incentive compensation to our named executive officers previously has been voted upon and approved by our stockholders.
Our Company has a history of providing needed services to the community while delivering positive results for our stockholders. The Company is proud to have paid its stockholders uninterrupted dividends since its inception in 1969, including dividend increases in each of the last twenty-three years. During fiscal year 2016, we successfully executed on our strategy of increasing cash flow, and consequently the value of our properties, and seeking continued growth through strategic re-leasing, renovations and expansions of our existing properties and selective acquisitions of income-producing properties, as highlighted in “Compensation Discussion and Analysis – Executive Summary.” We believe our named executive officers, as well as the entire employee base, played an integral role in delivering these Company achievements.
The Compensation Committee regularly reviews all elements of the compensation paid to our named executive officers. The Committee believes that the Company’s independent registered public accounting firm for certain services. Forpresent compensation programs, as presented in the fiscal year ended October 31, 2014, PKF served asCompensation Discussion and Analysis section and the Company’s independent registered public accounting firm. The following table sets forthaccompanying tables in this Proxy Statement, promotes in the aggregate fees billed by PKF duringbest manner possible our business objectives while aligning the fiscal years ended October 31, 2014 and 2013 respectively.
FY Ended 10/31/14 | FY Ended 10/31/13 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Fees Billed: | ||||||||||
Audit Fees | $ | 352,000 | $ | 348,000 | ||||||
Audit-Related Fees | $ | 56,000 | $ | 19,000 | ||||||
Tax Fees | $ | 8,000 | $ | 25,000 | ||||||
All Other Fees | $ | 0 | $ | 0 | ||||||
Total | $ | 416,000 | $ | 392,000 |
RESOLVED, that the compensation of the consolidated financial statementsnamed executive officers of the Company, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and for quarterly reviews forExchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures, is approved.
Vote Required; Board Recommendation
The affirmative vote of the holders of not less than a majority of the votes cast on this proposal at the Annual Meeting, in person or by properly executed proxy, subject to quorum requirements, will be required to approve the resolution on executive compensation. The results of this advisory vote are not binding on the Compensation Committee, the Company or our board of directors. Nevertheless, the board of directors values input from our stockholders and will consider carefully the results of this vote when making future decisions concerning executive compensation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS
DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION AND THE
ACCOMPANYING COMPENSATION TABLES AND DISCLOSURES IN THIS PROXY STATEMENT.
ADVISORY VOTE ON THE FREQUENCY OF
FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (as set forth in Section 14A of the Securities Exchange Act of 1934, as amended), we are also providing our shareholders with the opportunity to vote on the frequency of future shareholder advisory votes on the compensation of our named executive officers, such as Proposal 3 included in this Proxy Statement. By voting on this Proposal 4, shareholders may recommend whether future advisory votes on executive compensation should be conducted every “one year,” “two years” or “three years.”
After consideration of this Proposal, the Compensation Committee and the Board of Directors have determined that year. Fora vote on the fiscalcompensation of our named executive officers every three years ended October 31, 2014 and October 31, 2013, respectively, these amounts included $274,000 and $269,000is the best alternative for the audit and quarterly reviewsCompany. The Board of the Company’s financial statements and $78,000 and $79,000 for the audit of the effectiveness of the Company’s internal controls over financial reporting.
Vote Required; Board Recommendation
The selection of “one year”, “two years” or “three years” that receives the year ended October 31, 2014,greatest number of votes cast on this proposal at the Annual Meeting, in person or by properly executed proxy, subject to quorum requirements, will indicate the shareholders’ preference for the frequency of future votes on the compensation of our named executive officers and the Board of Directors encourages this input from the shareholders. However, since this vote is not binding on the Board of Directors, the Compensation Committee or the Company, incurred feesthe Board of approximately $180,000 to Berdon, LLP for internal audit services.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR “THREE YEARS”
AS THE FREQUENCY FOR FUTURE NON-BINDING ADVISORY VOTES
ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
Table below, and (iii) held by all of the directors and executive officers as a group:
Name and Address of Beneficial Owner | Common Shares Beneficially Owned | Percent of Class | Class A Common Shares Beneficially Owned | Percent of Class | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Charles J. Urstadt | 4,359,163 | (1) | 46.6 | % | 94,500 | (2) | * | |||||||||||
Urstadt Biddle Properties Inc. | ||||||||||||||||||
321 Railroad Ave. | ||||||||||||||||||
Greenwich, CT 06830 | ||||||||||||||||||
Willing L. Biddle | 2,700,729 | (3) | 28.9 | % | 58,324 | (4) | * | |||||||||||
Urstadt Biddle Properties Inc. | ||||||||||||||||||
321 Railroad Ave. | ||||||||||||||||||
Greenwich, CT 06830 | ||||||||||||||||||
The Vanguard Group, Inc. | — | — | 2,884,652 | (5) | 10.9 | % | ||||||||||||
100 Vanguard Blvd. | ||||||||||||||||||
Malvern, PA 19355 | ||||||||||||||||||
BlackRock, Inc. | — | — | 2,513,317 | (6) | 9.5 | % | ||||||||||||
55 East 52nd Street | ||||||||||||||||||
New York, NY 10022 | ||||||||||||||||||
Neuberger Berman LLC | — | — | 1,568,090 | (7) | 5.9 | % | ||||||||||||
605 Third Avenue | ||||||||||||||||||
New York, NY 10158 |
Name | Common Shares Beneficially Owned | Percent of Class | Class A Common Shares Beneficially Owned | Percent of Class | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Charles J. Urstadt | 4,359,163 | (1) | 46.6 | % | 94,500 | (2) | * | |||||||||||
Willing L. Biddle | 2,700,729 | (3) | 28.9 | % | 58,324 | (4) | * | |||||||||||
Kevin J. Bannon | — | * | 25,400 | * | ||||||||||||||
Catherine U. Biddle | 314,452 | (5) | 3,324 | (6) | * | |||||||||||||
E. Virgil Conway | — | * | 92,221 | (7) | * | |||||||||||||
Robert R. Douglass | 7,825 | * | 43,743 | * | ||||||||||||||
Richard Grellier | 2,627 | * | 3,900 | * | ||||||||||||||
George H.C. Lawrence | — | * | 75,075 | * | ||||||||||||||
Robert J. Mueller | — | * | 41,950 | * | ||||||||||||||
Charles D. Urstadt | 27,676 | * | 1,850 | * | ||||||||||||||
John T. Hayes | — | * | 40,030 | * | ||||||||||||||
Thomas D. Myers | — | * | 136,247 | (8) | * | |||||||||||||
Stephan A. Rapaglia | — | * | 51,250 | * | ||||||||||||||
Directors & Executive Officers as a group (13 persons) | 79.3 | % | 2.5 | % |
We believe our executive compensation policies and procedures are focused on long-term performance principles and are closely aligned with stockholder interests. Our executive compensation program is also designed to attract and retain outstanding executives, to reward them for superior performance and to ensure that compensation provided to them remains competitive. We seek to align the interests of our executives and stockholders by tying compensation to both company and individual performance and by encouraging executive stock ownership so that a portion of each executive’s compensation is tied directly to stockholder value. Moreover, we believe our compensation program has been instrumental in allowing us to retain key executives and recruit new ones. The balance of this Compensation Discussion and Analysis describes the policies that underlie the Company’s executive compensation program, the manner in which the program operates, and the decisions made in fiscal year 2016, as well as the subsequent period, in support of the program, along with their supporting rationale.
During fiscal year 2016, we successfully executed on our strategy of increasing cash flow, and consequently the value of our properties, and seeking continued growth through strategic re-leasing, renovations and expansions of our existing properties and selective acquisitions of income-producing properties. In fiscal year 2016, we:
● | completed a follow-on Class A Common Stock offering, raising proceeds of $73.7 million, of which we used $60.1 million to repay borrowings on our Unsecured Revolving Credit Facility; |
● | refinanced our existing Unsecured Revolving Credit Facility, increasing the capacity to $100 million from $80 million, with the ability under certain conditions to additionally increase the capacity to $150 million; |
● | closed on two acquisitions, adding almost 100,000 square feet to our portfolio, and made significant progress on the strategic disposition of our White Plains property; |
● | refinanced several mortgages to take advantage of a favorable interest rate environment; |
● | achieved a leasing rate of 94% on our portfolio, while skillfully managing and minimizing the impact of A&P’s bankruptcy, previously an anchor tenant at nine of our shopping centers; |
● | achieved various milestones on our redevelopment and pad site development plans at a number of our shopping centers. |
Additional details regarding these and other strategic achievements, as well as highlights of our financial achievements, including funds from operations (“FFO”), net income and other measures of operating results and financial condition are set forth in our Annual Report on Form 10-K for the Namedfiscal year ended October 31, 2016.
Objectives
The Company’s executive compensation program is designed to accomplish the following key objectives:
● | Attract and retain high caliber individuals who possess the skills and expertise required to lead the Company – We believe that having an executive team with the right skills and experience is critical for the Company’s growth and success. To that end, the Company’s executive compensation program strives to remain sufficiently competitive, with an emphasis on long-term equity-based compensation, while remaining cognizant of shareholder value and Company needs. |
● | Align compensation with corporate strategy, business objectives and the long-term interests of shareholders – We strive to create and emphasize a pay-for-performance culture to drive the creation of stockholder value. Generally, of the three main elements of our executive compensation program – base salary, annual cash bonuses and long-term equity incentives – the only element that is “fixed” is base salary. Consistent with this framework, we believe that it is important to reward both Company and individual specific performance. We believe such a focus on Company and individual performance directly rewards our executive team for creating, sustaining and, more importantly, increasing stockholder value. |
● | Create an incentive to increase shareholder value by providing a significant percentage of compensation in the form of equity awards– As a further reinforcement of our overall philosophy to maximize stockholder value, we typically make annual equity grants to our executives and other employees, if performance warrants, including to the NEOs, in order to create symmetry between their interests and those of our stockholders and to serve as a retention tool. |
● | Offer the right balance of long-term and short-term compensation and incentives to retain talented employees – While we do not currently have a formal policy regarding long-term versus currently paid compensation or cash versus non-cash compensation, we believe that all elements are necessary for achieving our compensation objectives. Currently paid cash compensation provides financial stability for each of our NEOs and immediate reward for superior Company and individual performance, while long-term equity compensation rewards achievement of strategic long-term objectives and contributes towards overall stockholder value. |
Process for Determining Executive OfficersCompensation
As more fully described under“Corporate “Corporate Governance and Board Matters” above,Matters,” the Compensation Committee’s responsibilities include reviewing the Company’s overall compensation strategy to ensure that it promotes shareholder interests and supports the Company’s strategic objectives, reviewing and approving corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer, evaluating the CEO’sChief Executive Officer’s performance in light of those goals and objectives and establishing compensation for the Chief Executive Officer. With respect to the other NEOs, the Compensation Committee considers recommendations by the CEO and makes recommendations to the full Board of Directors regarding their compensation.
Annually, the Compensation Committee considers whether it would be advantageous to engage an independent consultant to advise the Company on matters involving executive compensation. At its meeting in December 2015, the first quarter of fiscal year 2016, the Compensation Committee considered this issue and determined that at such time, it was not beneficial to the Company or its stockholders to engage an independent compensation consultant. The Compensation Committee came to a similar conclusion at its meeting in December 2016, with respect to fiscal year 2017, although it tasked management with gathering additional data regarding fees from potential advisors, for future reference and consideration.
Elements of the Executive Compensation Program
The Company’s executive compensation program consists of five key elements:
● | Base Salaries |
● | Annual Cash Bonuses |
● | Long-term Equity Incentives |
● | Benefits and Other Compensation |
● | Termination Benefits in the Event of a Change in Control |
Base Salaries
Base salaries for the NEOs other than the CEOChief Executive Officer are intended to be competitive with base salaries of executive positions of comparable responsibility with similarly sized REITs whichthat the Compensation Committee believes are representative of the companies against which Urstadt Biddle Propertiesthe Company competes for executive talent. With respect to the CEOChief Executive Officer and the Chairman, the Company places much greater emphasis on long-term equity incentives tied to the long-term performance of the Company. As described below,The base salaries for each of the Chief Executive Officer and Chairman represent less than 20% of their respective total compensation.
For fiscal year 2016, the base salaries for each NEO, other than the CEOChairman, was increased approximately 2.0-2.5%, as reflected in the “Summary Compensation Table” to reflect cost of living adjustments and market expectations. Mr. C.J. Urstadt, the Chairman, may represent less than 25%voluntarily agreed to a reduction of total compensation. Followinghis base salary in order to increase the endpool of funds available to other employees. In making these adjustments, the fiscal year and after considering a number of factors, includingCompensation Committee reviewed compensation data reported by twelve other retail REITs, theREITs. The Compensation Committee madereviewed similar public data in making its determinations and recommendations regarding 20152017 annual base compensationsalaries for the NEOs. Base salaries for 20152017 for Messrs. Biddle, Hayes, Urstadt Rapaglia and MyersRapaglia were set at $350,000, $231,000,$365,900, $241,500, $225,000 $231,000 and $231,000, respectively.$241,500, respectively, reflecting an increase of approximately 2.5% for each executive, other than for Mr. C.J. Urstadt, whose base salary remains the same. The base salary adjustments reflect cost of living adjustments and the Company’s continued philosophy of balancing fixed compensation with long-term equity incentive compensation.
With respect to the Chief Executive Officer and the Chairman, greater emphasis is placed on the performance of the Company. In evaluating performance of the Company annually, the Compensation Committee considers a variety of financial, operational and strategic factors, including, among others, Funds From Operationsfunds from operations (FFO), net income, growth in asset size,portfolio, amount of space under lease, overall leasing success, management of risk and total return to shareholders. Theshareholders, as well as achievement of strategic objectives and goals that may be more difficult to quantify. See the Company’s Annual Report for information on how the Company considerscalculates and defines some of these financial measures, including FFO, to be an important measure of an equity REIT’s operating performance and has adopted the definition suggested by the National Association of Real Estate Investment Trusts (NAREIT), which defines FFO to mean net income computed in accordance with generally accepted accounting principles (GAAP), excluding gains or losses from sales of property, plus real estate related depreciation and amortization, and after adjustments for unconsolidated joint ventures. The Company considers FFO to be a meaningful, additional measure of operating performance primarily because it excludes the assumption that the value of its real estate assets diminishes predictably over time and because industry analysts have accepted it as a performancenon-GAAP measure. As described in the discussion whichthat follows concerning long-term incentive compensation, the Compensation Committee declines to use specific performance formulas, believing that with respect to Company performance, such formulas do not adequately account for many factors including, among others, the relative performance of the Company compared to its competitors during variations in the economic cycle, and that with respect to individual performance, such formulas are not a substitute for the subjective evaluation by the Compensation Committee of a wide range of management and leadership skills of each of the NEOs.
The Plan provides that the recipient does not become vested in restricted stock until after a specified time after it is issued. The Compensation Committee determines the vesting period, which may range between five and ten years after the date of grant.grant for NEOs. The Compensation Committee recognizes that such time frames may be comparatively long when measured against similar types of incentive awards for executives of other companies, but believes that awards that vest after five or more years, and which become vested only at the end of their terms, and not ratably over their terms, better reflect the longer term outlook of a real estate focused company and also better link the individual rewards to successful development and implementation of long-term growth strategies that will benefit all shareholders. Non-executive employee grants range from three
to five years, based on the size of the grant. Unless an exception is approved by the Compensation Committee, if the executive leaves the Company prior to the end of the vesting period, other than by retirement, death or disability, unvested stock is forfeited. The Company believes that the restricted stock awards serve as both a reward for performance and a retention device for key executives and help to align their interests with all shareholders.
When the Compensation Committee met in December 2016 and considered results for thefiscal year ended October 31, 2014 and2016, it undertook its annual evaluation and recommendations for changes in base compensation, annual bonuses and incentive awards. To recognize extraordinarystrong contributions in fiscal year 2016 and to further incentivize executives towards even stronger future performance, the Compensation Committee and Board of Directors awarded restricted stock to Mr. Biddle in the amountamounts of 100,000 Common sharesShares and 2,500 Class A Common shares and made recommendationsShares, to the Board of Directors concerning grants to the other named executive officers, including an award to Mr. C.J. Urstadt in the amountamounts of 50,000 Common sharesShares and 2,000 Class A Common shares,Shares, and to each of Messrs. Hayes and Rapaglia of 12,500 Class A Common Shares, all of which grants were effective as of January 2, 2015.4, 2017. Mr. Biddle’s award vests after nine years. The awards to the other NEO’sNEOs vest after five years. Except as noted above, the awards to Messrs. Biddle, Hayes Rapaglia and MyersRapaglia are subject to continued employment. The award to Mr. Urstadt would be forfeited in the event of his voluntary retirement; however, in the event of his involuntary termination, except for Cause (as defined), Mr. Urstadt’s award would continue to vest as if his termination had not occurred. In making the awards, the Compensation Committee considered the factors cited above and recognized a number of accomplishments, including:under “Executive Summary,” as well as the redemption of all of the Series D Preferred Stock outstanding by using proceeds from the sale of the new Series G Preferred Stock discussed in the preceding section; the acquisition of, or interest in, ninefollowing additional properties adding another 500,000 square feet of space to the portfolio; new leases or lease renewals at competitive rents covering over 750,000 square feet; andconsiderations: continued strict adherence toexecution of a business plan that has emphasized sound risk management, very low leverage by industry standards, ample liquidity and credit lines for future growth, and the avoidance of variable rate long-term debt obligations. In evaluating long-term performance, the Committee recognized that the Company remains among the leaders of all retail REITs in comparisons of total performance over the last 10 year period.
their compensation and through matching Company contributions. For the fiscal year ended October 31, 2014,2016, the Compensation Committee approved matching profit-sharing contributions for each participant’s account equal to the amount of the participant’s elective deferrals that do not exceed 5% of compensation (as defined) under the 401(k) Plan. In order to comply with certain limitations under the Internal Revenue Code of 1986, as amended (the “Code Limitations”), an amount equal to the excess of the 5% matching contribution that would have been allocated to the account for Mr. Biddle under the 401(k) Plan for the fiscal year ended October 31, 20142016 absent the Code Limitations, was credited to an Excess Benefit Account for Mr. Biddle under the Company’s Excess Benefit and Deferred Compensation Plan. Amounts credited to the respective accounts of each NEO in the
At the annual meeting of stockholders of the Company held on March 26, 2014, the Company’s stockholders voted, on an advisory basis, on the compensation paid to the Company’s named executive officers.NEOs, also commonly referred to as “say-on-pay.” The stockholders voted overwhelmingly to approve, on an advisory basis, the compensation of the Company’s NEOs. The Company’s Board of Directors considered the recommendations of the stockholders and determined that the Company would not make any material modifications to the compensation arrangements for the NEOs. At a prior meeting of the Company’s stockholders held on March 10, 2011, the Company’s stockholders voted, on an advisory basis, on the frequency of future advisory votes on executive compensation and voted overwhelmingly to recommend that future advisory votes on the compensation of the Company’s named executive officers be held every three years. The Board of Directors adopted that recommendation and, accordingly, the next stockholder advisory vote on executive compensation will be held at thethis Annual Meeting of stockholders in March 2017.
Name and | Fiscal | Restricted | All Other | ||||||||||||||||||||
Principal Position | Year | Salary (1) | Bonus (2) | Total | Stock (3) | Compensation (4) | Total | ||||||||||||||||
Willing L. Biddle | 2016 | $ | 355,833 | $ | 30,000 | $ | 385,833 | $ | 1,842,000 | $ | 15,361 | $ | 2,243,194 | ||||||||||
President and Chief | 2015 | $ | 348,333 | $ | 13,462 | $ | 361,795 | $ | 1,892,250 | $ | 13,000 | $ | 2,267,045 | ||||||||||
Executive Officer | 2014 | $ | 345,833 | $ | 13,077 | $ | 358,910 | $ | 1,605,800 | $ | 12,750 | $ | 1,977,460 | ||||||||||
John T. Hayes | 2016 | $ | 234,833 | $ | 25,005 | $ | 259,838 | $ | 225,600 | $ | 11,700 | $ | 497,138 | ||||||||||
Senior Vice President and | 2015 | $ | 229,167 | $ | 13,385 | $ | 242,552 | $ | 254,150 | $ | 10,800 | $ | 507,502 | ||||||||||
Chief Financial Officer | 2014 | $ | 218,550 | $ | 15,762 | $ | 234,312 | $ | 155,720 | $ | 9,960 | $ | 399,992 | ||||||||||
Charles J. Urstadt | 2016 | $ | 225,000 | $ | 8,654 | $ | 233,654 | $ | 935,100 | $ | 29,183 | $ | 1,197,937 | ||||||||||
Chairman | 2015 | $ | 229,167 | $ | 8,654 | $ | 237,821 | $ | 962,700 | $ | 28,405 | $ | 1,228,926 | ||||||||||
2014 | $ | 250,000 | $ | 9,615 | $ | 259,615 | $ | 825,800 | $ | 28,157 | $ | 1,113,572 | |||||||||||
Stephan A. Rapaglia (5) | 2016 | $ | 234,833 | $ | 25,005 | $ | 259,838 | $ | 225,600 | $ | 11,500 | $ | 496,938 | ||||||||||
Senior Vice President and | 2015 | $ | 229,167 | $ | 12,385 | $ | 241,552 | $ | 254,150 | $ | 11,131 | $ | 506,833 | ||||||||||
Chief Operating Officer | 2014 | $ | 218,550 | $ | 18,262 | $ | 236,812 | $ | 256,480 | $ | 10,724 | $ | 504,016 | ||||||||||
Thomas D. Myers (6) | 2016 | $ | 175,178 | $ | — | $ | 175,178 | $ | 230,300 | $ | 11,881 | $ | 417,359 | ||||||||||
Executive Vice President | 2015 | $ | 229,167 | $ | 8,885 | $ | 238,052 | $ | 265,200 | $ | 11,179 | $ | 514,431 | ||||||||||
and Chief Legal Officer | 2014 | $ | 219,383 | $ | 13,462 | $ | 232,845 | $ | 201,520 | $ | 10,983 | $ | 445,348 |
Name and Principal Position | Year | Salary | Bonus (1) | Total | Restricted Stock (2) | All Other Compensation (3) | Total | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Willing L. Biddle (4) | 2014 | $ | 345,833 | (5) | $ | 13,077 | $ | 358,910 | $ | 1,605,800 | $ | 12,750 | $ | 1,977,460 | ||||||||||||||||
President and | 2013 | $ | 321,450 | $ | 6,100 | $ | 327,550 | $ | 1,879,350 | $ | 15,783 | $ | 2,222,683 | |||||||||||||||||
Chief Executive | 2012 | $ | 315,667 | $ | — | $ | 315,667 | $ | 1,749,875 | $ | 12,250 | $ | 2,077,792 | |||||||||||||||||
Officer | ||||||||||||||||||||||||||||||
John T. Hayes | 2014 | $ | 218,550 | (5) | $ | 15,762 | $ | 234,312 | $ | 155,720 | $ | 9,960 | $ | 399,992 | ||||||||||||||||
Senior Vice President | 2013 | $ | 210,617 | $ | 18,985 | $ | 229,602 | $ | 128,310 | $ | 9,261 | $ | 367,173 | |||||||||||||||||
and Chief Financial | 2012 | $ | 206,850 | $ | 11,694 | $ | 218,544 | $ | 119,275 | $ | 10,540 | $ | 348,359 | |||||||||||||||||
Officer | ||||||||||||||||||||||||||||||
Charles J. Urstadt (6) | 2014 | $ | 250,000 | (5) | $ | 9,615 | $ | 259,615 | $ | 825,800 | $ | 28,157 | $ | 1,113,572 | ||||||||||||||||
Chairman | 2013 | $ | 305,000 | $ | — | $ | 305,000 | $ | 1,421,850 | $ | 13,750 | $ | 1,740,600 | |||||||||||||||||
2012 | $ | 300,000 | $ | — | $ | 300,000 | $ | 1,323,875 | $ | 12,250 | $ | 1,636,125 | ||||||||||||||||||
Stephan A. Rapaglia (7) | 2014 | $ | 218,550 | (5) | $ | 18,262 | $ | 236,812 | $ | 256,480 | $ | 10,724 | $ | 504,016 | ||||||||||||||||
Senior Vice President | ||||||||||||||||||||||||||||||
And Chief Operating | ||||||||||||||||||||||||||||||
Officer | ||||||||||||||||||||||||||||||
Thomas D. Myers | 2014 | $ | 219,383 | (5) | $ | 13,462 | $ | 232,845 | $ | 201,520 | $ | 10,983 | $ | 445,348 | ||||||||||||||||
Executive Vice | 2013 | $ | 215,600 | $ | 16,579 | $ | 232,179 | $ | 217,140 | $ | 10,588 | $ | 459,907 | |||||||||||||||||
President, and Chief | 2012 | $ | 211,750 | $ | 4,038 | $ | 215,788 | $ | 201,850 | $ | 10,789 | $ | 428,427 | |||||||||||||||||
Legal Officer |
(1) | Changes to salaries are made annually and are effective January 1 for the ensuing calendar year. The Board of Directors has approved fiscal year 2017 base salaries for Messrs. Biddle, Hayes, Urstadt, and Rapaglia in the amounts of $365,900, $241,500, $225,000, and $241,500, respectively. |
(2) |
(3) | Amounts shown represent the dollar value on the date of grant computed in accordance with ASC Topic 718 disregarding any estimates based on forfeitures relating to service-based vesting conditions. For information regarding significant factors and assumptions used in the calculations pursuant to ASC Topic 718, see note |
(4) | Consists of a matching contribution by the Company to the Company’s Profit Sharing and Savings Plan (the “401(k) Plan”) allocated to an account of the named executive officer equal to the amount of the NEO’s elective deferrals that do not exceed 5% of such NEO’s compensation (as defined) under the Plan and related excess benefit compensation. |
(5) | Mr. |
(6) | Mr. Myers retired from the Company on July 15, 2016. Compensation reflects amounts received by Mr. Myers through July 15, 2016, including amounts paid for unused vacation days. |
Grants of the Company is terminated by reason of death or disability, the restrictions will lapse on such date. Except as described below, if such status as an employee or non-employee director is terminated prior to the lapse of the restricted period by reason of retirement, the restricted period will continue as if the participant had remained in the employment of the Company; provided, however, that if the retired participant accepts employment or provides services during the restricted period to any organization other than the Company that is engaged primarily in the ownership and/or management or brokerage of shopping center in the New York, Northern New Jersey, Long Island, NY-NJ-CT Metropolitan Statistical Area (the “Company’s MSA”), the participant will forfeit all unvested restricted shares. If a participant’s status as an employee or director terminates for any other reason, the participant will forfeit any outstanding restricted stock awards. Special rules apply to any participant who has attained retirement age prior to the date of grant. With respect to Mr. Urstadt only, since he has obtained the age of 65, grants of restricted stock made after 2006 would be forfeited in the event of his voluntary retirement prior to the end of the applicable vesting period. Shares of restricted stock that are forfeited become available again for issuance under the Plan. The Compensation Committee has the authority to accelerate the time at which the restrictions may lapse whenever it considers that such action is in the best interests of the Company and of its stockholders, whether by reason of changes in tax laws, a “Change in Control” as defined in the Plan, or otherwise.Plan-Based Awards
All Other Stock Awards: | |||||||||||||||||||
Number of | Grant Date | ||||||||||||||||||
Shares of Stock | Fair Value of Stock Awards | ||||||||||||||||||
Class A | Class A | ||||||||||||||||||
Grant | Approval | Common | Common | Common | Common | ||||||||||||||
Name | Date | Date | Stock | Stock | Stock ($) | Stock ($) | |||||||||||||
Willing L. Biddle | 01/04/2016 | 12/17/2015 | 100,000 | (1) | 2,500 | (1) | $ | 1,795,000 | (2) | $ | 47,000 | (3) | |||||||
John T. Hayes | 01/04/2016 | 12/17/2015 | — | 12,000 | (4) | — | $ | 225,600 | (3) | ||||||||||
Charles J. Urstadt | 01/04/2016 | 12/17/2015 | 50,000 | (4) | 2,000 | (4) | $ | 897,500 | (2) | $ | 37,600 | (3) | |||||||
Stephan A. Rapaglia | 01/04/2016 | 12/17/2015 | — | 12,000 | (4) | — | $ | 225,600 | (3) | ||||||||||
Thomas D. Myers (5) | 01/04/2016 | 12/17/2015 | — | 12,250 | (4) | — | $ | 230,300 | (3) |
All Other Stock Awards: | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of Shares of Stock | Grant Date Fair Value of Stock Awards | ||||||||||||||||||||||||||
Name | Grant Date | Approval Date (1) | Common Stock | Class A Common Stock | Common Stock $ | Class A Common Stock $ | |||||||||||||||||||||
Willing L. Biddle | 01/02/2014 | 12/11/2013 | 100,000 | (2) | 2,500 | (2) | $ | 1,560,000 | (3) | $ | 45,800 | (4) | |||||||||||||||
John T. Hayes | 01/02/2014 | 12/12/2013 | — | 8,500 | (5) | — | $ | 155,720 | (4) | ||||||||||||||||||
Charles J. Urstadt | 01/02/2014 | 12/12/2013 | 50,000 | (5) | 2,000 | (5) | $ | 780,000 | (3) | $ | 36,640 | (4) | |||||||||||||||
Stephan A. Rapaglia | 01/02/2014 | 12/12/2013 | — | 14,000 | (6) | — | $ | 256,480 | (4) | ||||||||||||||||||
Thomas D. Myers | 01/02/2014 | 12/12/2013 | — | 11,000 | (5) | — | $ | 201,520 | (4) |
(1) |
Stock subject to this award is scheduled to vest nine years after the date of grant. |
(2) | Calculated in accordance with ASC Topic 718. The price on the grant date was |
(3) | Calculated in accordance with ASC Topic 718. The price on the grant date was |
(4) | Stock subject to this award is scheduled to vest five years after the date of grant. |
The following table presents information concerning the outstanding equity awards held by each of the named executive officers as of October 31, 2014.2016.
Number of | Market Value | Number of | Market Value of | ||||||||||||||||||
Shares of | of Shares of | Shares of | Shares of | ||||||||||||||||||
Stock That | Stock That | Stock That | Stock That | ||||||||||||||||||
Have Not | Have Not | Have Not | Have Not | ||||||||||||||||||
Vested | Vested (1) | Vested | Vested (2) | ||||||||||||||||||
Common | Common | Class A | Class A | ||||||||||||||||||
Name | Grant Date | Stock | Stock | Common Stock | Common Stock | ||||||||||||||||
Willing L. Biddle | 1/2/2007 | 60,000 | (3) | $ | 1,038,000 | 5,000 | (3) | $ | 107,500 | ||||||||||||
1/2/2008 | 95,000 | (4) | $ | 1,643,500 | 5,000 | (4) | $ | 107,500 | |||||||||||||
1/2/2009 | 95,000 | (4) | $ | 1,643,500 | 5,000 | (4) | $ | 107,500 | |||||||||||||
1/4/2010 | 100,000 | (5) | $ | 1,730,000 | 5,000 | (5) | $ | 107,500 | |||||||||||||
1/3/2011 | 100,000 | (5) | $ | 1,730,000 | 2,500 | (5) | $ | 53,750 | |||||||||||||
1/3/2012 | 100,000 | (5) | $ | 1,730,000 | 2,500 | (5) | $ | 53,750 | |||||||||||||
1/2/2013 | 100,000 | (5) | $ | 1,730,000 | 2,500 | (5) | $ | 53,750 | |||||||||||||
1/2/2014 | 100,000 | (5) | $ | 1,730,000 | 2,500 | (5) | $ | 53,750 | |||||||||||||
1/2/2015 | 100,000 | (5) | $ | 1,730,000 | 2,500 | (5) | $ | 53,750 | |||||||||||||
1/4/2016 | 100,000 | (5) | $ | 1,730,000 | 2,500 | (5) | $ | 53,750 | |||||||||||||
John T. Hayes | 1/3/2012 | — | $ | — | 6,500 | (3) | $ | 139,750 | |||||||||||||
1/2/2013 | — | $ | — | 6,500 | (6) | $ | 139,750 | ||||||||||||||
1/2/2014 | — | $ | — | 8,500 | (6) | $ | 182,750 | ||||||||||||||
1/2/2015 | — | $ | — | 11,500 | (6) | $ | 247,250 | ||||||||||||||
1/4/2016 | — | $ | — | 12,000 | (6) | $ | 258,000 | ||||||||||||||
Charles J. Urstadt | 1/3/2012 | 75,000 | (3) | $ | 1,297,500 | 2,500 | (3) | $ | 53,750 | ||||||||||||
1/2/2013 | 75,000 | (6) | $ | 1,297,500 | 2,500 | (6) | $ | 53,750 | |||||||||||||
1/2/2014 | 50,000 | (6) | $ | 865,000 | 2,000 | (6) | $ | 43,000 | |||||||||||||
1/2/2015 | 50,000 | (6) | $ | 865,000 | 2,000 | (6) | $ | 43,000 | |||||||||||||
1/4/2016 | 50,000 | (6) | $ | 865,000 | 2,000 | (6) | $ | 43,000 | |||||||||||||
Stephan A. Rapaglia | 1/3/2012 | — | $ | — | 6,500 | (3) | $ | 139,750 | |||||||||||||
1/2/2013 | — | $ | — | 6,500 | (6) | $ | 139,750 | ||||||||||||||
1/2/2014 | — | $ | — | 5,000 | (4) | $ | 107,500 | ||||||||||||||
1/2/2014 | — | $ | — | 9,000 | (6) | $ | 193,500 | ||||||||||||||
1/2/2015 | — | $ | — | 11,500 | (6) | $ | 247,250 | ||||||||||||||
1/4/2016 | — | $ | — | 12,000 | (6) | $ | 258,000 | ||||||||||||||
Thomas D. Myers (7) | 1/3/2012 | — | $ | — | 11,000 | (3) | $ | 236,500 | |||||||||||||
1/2/2013 | — | $ | — | 11,000 | (6) | $ | 236,500 | ||||||||||||||
1/2/2014 | — | $ | — | 11,000 | (6) | $ | 236,500 | ||||||||||||||
1/2/2015 | — | $ | — | 12,000 | (6) | $ | 258,000 | ||||||||||||||
1/4/2016 | — | $ | — | 12,250 | (6) | $ | 263,375 |
Number of Shares of Stock That Have Not Vested | Market Value of Shares of Stock That Have Not Vested (1) | Number of Shares of Stock That Have Not Vested | Market Value of Shares of Stock That Have Not Vested (2) | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Grant Date | Common Stock | Common Stock | Class A Common Stock | Class A Common Stock | |||||||||||||||||
Willing L. Biddle | 1/3/2005 | 100,000 | (3) | $ | 1,838,000 | 5,000 | (3) | $ | 108,150 | |||||||||||||
1/3/2006 | 100,000 | (4) | $ | 1,838,000 | 5,000 | (4) | $ | 108,150 | ||||||||||||||
1/2/2007 | 60,000 | (4) | $ | 1,102,800 | 5,000 | (4) | $ | 108,150 | ||||||||||||||
1/2/2008 | 95,000 | (4) | $ | 1,746,100 | 5,000 | (4) | $ | 108,150 | ||||||||||||||
1/2/2009 | 95,000 | (4) | $ | 1,746,100 | 5,000 | (4) | $ | 108,150 | ||||||||||||||
1/4/2010 | 100,000 | (5) | $ | 1,838,000 | 5,000 | (5) | $ | 108,150 | ||||||||||||||
1/3/2011 | 100,000 | (5) | $ | 1,838,000 | 2,500 | (5) | $ | 54,075 | ||||||||||||||
1/3/2012 | 100,000 | (5) | $ | 1,838,000 | 2,500 | (5) | $ | 54,075 | ||||||||||||||
1/2/2013 | 100,000 | (5) | $ | 1,838,000 | 2,500 | (5) | $ | 54,075 | ||||||||||||||
1/2/2014 | 100,000 | (5) | $ | 1,838,000 | 2,500 | (5) | $ | 54,075 | ||||||||||||||
John T. Hayes | 1/4/2010 | — | $ | — | 6,500 | (7) | $ | 140,595 | ||||||||||||||
1/3/2011 | — | $ | — | 6,500 | (6) | $ | 140,595 | |||||||||||||||
1/3/2012 | — | $ | — | 6,500 | (6) | $ | 140,595 | |||||||||||||||
1/2/2013 | — | $ | — | 6,500 | (6) | $ | 140,595 | |||||||||||||||
1/2/2014 | — | $ | — | 8,500 | (6) | $ | 183,855 | |||||||||||||||
Charles J. Urstadt | 1/3/2005 | 75,000 | (3) | $ | 1,378,500 | 6,250 | (3) | $ | 135,188 | |||||||||||||
1/4/2010 | 75,000 | (7) | $ | 1,378,500 | 5,000 | (7) | $ | 108,150 | ||||||||||||||
1/3/2011 | 75,000 | (6) | $ | 1,378,500 | 2,500 | (6) | $ | 54,075 | ||||||||||||||
1/3/2012 | 75,000 | (6) | $ | 1,378,500 | 2,500 | (6) | $ | 54,075 | ||||||||||||||
1/2/2013 | 75,000 | (6) | $ | 1,378,500 | 2,500 | (6) | $ | 54,075 | ||||||||||||||
1/2/2014 | 50,000 | (6) | $ | 919,000 | 2,000 | (6) | $ | 43,260 | ||||||||||||||
Stephan A. Rapaglia | 1/4/2010 | — | $ | — | 5,000 | (7) | $ | 108,150 | ||||||||||||||
1/3/2011 | — | $ | — | 6,500 | (6) | $ | 140,595 | |||||||||||||||
1/3/2012 | — | $ | — | 6,500 | (6) | $ | 140,595 | |||||||||||||||
1/2/2013 | — | $ | — | 6,500 | (6) | $ | 140,595 | |||||||||||||||
1/2/2014 | — | $ | — | 5,000 | (4) | $ | 108,150 | |||||||||||||||
1/2/2014 | — | $ | — | 9,000 | (6) | $ | 194,670 | |||||||||||||||
Thomas D. Myers | 1/3/2005 | — | $ | — | 12,500 | (3) | $ | 270,375 | ||||||||||||||
1/3/2006 | — | $ | — | 15,000 | (4) | $ | 324,450 | |||||||||||||||
1/4/2010 | — | $ | — | 11,000 | (7) | $ | 237,930 | |||||||||||||||
1/3/2011 | — | $ | — | 11,000 | (6) | $ | 237,930 | |||||||||||||||
1/3/2012 | $ | — | 11,000 | (6) | $ | 237,930 | ||||||||||||||||
1/2/2013 | — | $ | — | 11,000 | (6) | $ | 237,930 | |||||||||||||||
1/2/2014 | — | $ | — | 11,000 | (6) | $ | 237,930 |
(1) | Market value based on closing price of Common Stock on October 31, |
(2) | Market value based on closing price of Class A Common Stock on October 31, |
(3) | Restricted Stock that vested on January |
(4) |
(5) |
(6) |
(7) | Mr. Myers retired from the Company on July 15, 2016. Pursuant to the Restricted Stock |
Stock Awards | Stock Awards | ||||||||||||||||||||
Common Stock | Class A Common Stock | ||||||||||||||||||||
Number of Shares | Value Realized | Number of Shares | Value Realized | ||||||||||||||||||
Name | Acquired on Vesting | on Vesting ($) (1) | Acquired on Vesting | on Vesting ($) (1) | |||||||||||||||||
Willing L. Biddle | 100,000 | (1) | $ | 1,780,000 | 5,000 | (1) | $ | 96,200 | |||||||||||||
John T. Hayes | — | $ | — | 6,500 | (2) | $ | 125,060 | ||||||||||||||
Charles J. Urstadt | 75,000 | (2) | $ | 1,335.000 | 2,500 | (2) | $ | 48,100 | |||||||||||||
Stephan A. Rapaglia | — | $ | — | 6,500 | (2) | $ | 125,060 | ||||||||||||||
Thomas D. Myers | — | $ | — | 26,000 | (1)(2) | $ | 500,240 |
Stock Awards Common Stock | Stock Awards Class A Common Stock | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | |||||||||||||||
Willing L. Biddle | 93,750 | (1) | $ | 1,462,500 | (2) | 6,250 | (1) | $ | 114,500 | (3) | |||||||||
John T. Hayes | — | $ | — | 6,000 | (4) | $ | 109,920 | (3) | |||||||||||
Charles J. Urstadt | 156,250 | (5) | $ | 2,437,500 | (2) | 11,250 | (6) | $ | 206,100 | (3) | |||||||||
Stephan A. Rapaglia | — | $ | — | 3,000 | (4) | $ | 54,960 | (3) | |||||||||||
Thomas D. Myers | — | $ | — | 18,500 | (7) | $ | 341,000 | (8) |
(1) | Shares granted on January |
Shares granted on January |
accounts at a rate based upon the rate of interest applicable to United States Five Year Treasury Notes. Alternatively, eligible participants in the Current Plan may elect to have all or a portion of their deferred compensation accounts invested in the Company’s Class A Common Stock, Common Stock, or such other securities as may be purchased by the Plan trustees in their discretion. At a date selected by a participant when a deferral election is made, or following a participant’s retirement or severance of employment with the Company, amounts in the Current Plan attributable to such participant are paid either in a lump sum or over a period of up to ten years, based upon a previously made election by the participant. In the event of a change in control (as defined in eachthe Current Plan), the Compensation Committee may in its discretion accelerate the payment of benefits under the Current Plan.
Nonqualified Deferred Compensation
Executive | Registrant | Aggregate | Aggregate | Aggregate | |||||||||||||||||||||
Contributions | Contributions | Earnings | Withdrawals | Balances | |||||||||||||||||||||
in Last FY | in Last FY | in Last FY | in Last FY | at Last FYE | |||||||||||||||||||||
Name | ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||
Willing L. Biddle | $ | — | $ | 3,458 | $ | 2,288 | $ | 7,115 | (1) | $ | 46,807 | ||||||||||||||
John T. Hayes | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
Charles J .Urstadt | $ | — | $ | — | $ | 2,810 | $ | 29,197 | (1) | $ | 54,138 | ||||||||||||||
Stephan A. Rapaglia | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
Thomas D. Myers | $ | — | $ | — | $ | 1,444 | $ | — | $ | 30,744 |
(1) | Scheduled distribution made to the employee in Common Stock of the Company with equivalent value based upon selections made by the employee at the time deferral of compensation was elected. |
NONQUALIFIED DEFERRED COMPENSATIONPotential Payments on Termination and Change In Control
Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals in Last FY ($) | Aggregate Balances at Last FYE ($) | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Willing L. Biddle | $ | — | $ | 3,323 | $ | 2,245 | $ | — | $ | 49,919 | ||||||||||||
John T. Hayes | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Charles J .Urstadt | $ | — | $ | 1,750 | $ | 5,094 | $ | — | $ | 108,694 | ||||||||||||
Stephan A. Rapaglia | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Thomas D. Myers | $ | — | $ | — | $ | 1,271 | $ | — | $ | 28,060 |
within 180 days following the occurrence of any of the following: (i) a change in the NEO’s authority, duties or responsibilities which represents a material diminution in his authority, duties or responsibilities prior to the Change in Control; (ii) a material reduction in the NEO’s base salary below the level that existed preceding the Change in Control; (iii) a relocation of the NEO outside a 50 mile radius of the NEO’s work site at the date such agreement was signed; (iv) the sale or other disposition by the Company of more than 50% of the assets of the Company over which the NEO has authority to any “person” as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended; or (v) other material breach by the Company of the terms of the Change in Control Agreement. Termination for Cause means termination of employment by the Company because of dishonesty, conviction of a felony, gross neglect of duties, or conflict of interest which, in the case of gross neglect or conflict of interest, continues for thirty days after written notice by the Company to the employee requesting cessation of such gross neglect or conflict.
Continuation | ||||||||||||||||||||||
of Medical | Acceleration | Total | ||||||||||||||||||||
Cash | and Insurance | Other | of Equity | Termination | ||||||||||||||||||
Name | Compensation | Benefits (1) | Benefits (2) | Awards (3) | Benefits | |||||||||||||||||
Willing L. Biddle | $ | 357,000 | $ | 20,723 | $ | 17,500 | $ | 17,187,500 | $ | 17,583,073 | ||||||||||||
John T. Hayes | $ | 235,600 | $ | 16,319 | $ | 11,780 | $ | 967,500 | $ | 1,231,199 | ||||||||||||
Charles J. Urstadt | $ | 225,000 | $ | 20,462 | $ | 11,250 | $ | 5,426,500 | $ | 5,683,212 | ||||||||||||
Stephan A. Rapaglia | $ | 235,600 | $ | 17,085 | $ | 11,780 | $ | 1,085,750 | $ | 1,350,215 |
Name | Cash Compensation | Continuation of Medical and Insurance Benefits (1) | Other Benefits (2) | Acceleration of Equity Awards (3) | Total Termination Benefits | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Willing L. Biddle | $ | 340,000 | $ | 19,565 | $ | 17,000 | $ | 18,326,200 | $ | 18,702,765 | ||||||||||||
John T. Hayes | $ | 220,000 | $ | 17,814 | $ | 11,000 | $ | 746,235 | $ | 995,049 | ||||||||||||
Charles J. Urstadt | $ | 250,000 | $ | 20,772 | $ | 12,500 | $ | 8,260,323 | $ | 8,543,595 | ||||||||||||
Stephan A. Rapaglia | $ | 220,000 | $ | 16,992 | $ | 11,000 | $ | 832,755 | $ | 1,080,747 | ||||||||||||
Thomas D. Myers | $ | 220,000 | $ | 20,638 | $ | 11,000 | $ | 1,784,475 | $ | 2,036,113 |
(1) | Represents an estimate of the cost to provide for one year continued life insurance, disability, medical and other benefit programs in which the named |
(2) | Represents a cash payment to the named executive |
(3) | Under the Company’s Restricted Stock Award Plan, the Compensation Committee administers the Plan and has the authority to accelerate the time at which the restrictions will lapse or to remove any such restrictions upon the occurrence of a Change in Control. Amounts in the table assume that any restrictions upon vesting have been removed. |
Fees | ||||||||||||
Earned | ||||||||||||
or Paid | Stock | All Other | ||||||||||
in Cash | Awards | Compensation | Total | |||||||||
Name | ($) | ($) (1) | ($) | ($) | ||||||||
Kevin J. Bannon | $ | 45,450 | $ | 19,740 | — | $ | 65,190 | |||||
Catherine U. Biddle | $ | 35,650 | $ | 18,848 | — | $ | 54,498 | |||||
Bryan O. Colley | $ | 24,500 | $ | 19,740 | — | $ | 44,240 | |||||
Robert R. Douglass | $ | 43,150 | $ | 19,740 | — | $ | 62,890 | |||||
Richard Grellier | $ | 44,450 | $ | 19,740 | — | $ | 64,190 | |||||
George H.C. Lawrence | $ | 41,150 | $ | 19.740 | — | $ | 60,890 | |||||
Robert J. Mueller | $ | 50,471 | $ | 19,740 | — | $ | 70,211 | |||||
Charles D. Urstadt | $ | 37,650 | $ | 18,848 | — | $ | 56,498 |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) | Total ($) | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Kevin J. Bannon | $ | 44,600 | $ | 18,320 | — | $ | 62,920 | |||||||||||
Catherine U. Biddle | $ | 37,100 | $ | 15,600 | — | $ | 52,700 | |||||||||||
E. Virgil Conway | $ | 38,400 | (2) | $ | 18,320 | — | $ | 56,720 | ||||||||||
Robert R. Douglass | $ | 44,500 | (3) | $ | 18,320 | — | $ | 62,820 | ||||||||||
Richard Grellier | $ | 44,600 | $ | 18,320 | — | $ | 62,920 | |||||||||||
George H.C. Lawrence | $ | 37,000 | $ | 18,320 | — | $ | 55,320 | |||||||||||
Robert J. Mueller | $ | 48,300 | (4) | $ | 18,320 | — | $ | 66,620 | ||||||||||
Charles D. Urstadt | $ | 36,300 | $ | 15,600 | — | $ | 51,900 |
(1) | As described under Director Compensation above, the |
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis of the Company with management. Based on the review and discussions, the Compensation Committee recommended to the Board of Directors, and the Board of Directors approved, that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended October 31, 2016.
Compensation Committee: |
George H.C. Lawrence, Chairman |
Bryan O. Colley |
Noble O. Carpenter |
This report does not constitute “soliciting material” and shall not be deemed filed or incorporated by reference into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this report by reference, and shall not otherwise be deemed filed under such Acts.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Lawrence, Colley and Carpenter. No member of the Compensation Committee during 2016 was an officer, employee or former officer of ours or any of our subsidiaries or had any relationship that would be considered a Compensation Committee interlock and would require disclosure in this Proxy Statement pursuant to SEC regulations. None of our executive officers served as a member of a compensation committee or a director of another entity under the circumstances requiring disclosure in this Proxy Statement pursuant to SEC regulations.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Policy and Procedures Regarding Transactions with Related Persons
In December 2016, the Company adopted a written Related Party Transactions Policy to further the goal of ensuring that any related person transaction is properly reviewed, approved or ratified, if appropriate, and fully disclosed in accordance with applicable rules and regulations. The policies and procedures are intended to work in conjunction with the Code of Ethics and Code of Business Conduct, which is described above in “Corporate Governance and Board Matters—Code of Ethics for Senior Officers; Code of Business Conduct and Ethics.”
The policies and procedures apply to transactions or arrangements between the Company and any related person, including but not limited to directors, director nominees, executive officers, greater than 5% stockholders, the immediate family members of each of these groups and an entity with which any of the foregoing persons is employed or is a partner or owns 5% or greater beneficial ownership interest. They do not, however, apply with respect to general conflicts between the interests of the Company and our employees, officers and directors, including issues relating to engaging in a competing business and performing outside or additional work, which are reported and handled in accordance with the Company’s Code of Ethics and Code of Business Conduct and other procedures and guidelines implemented by the Company from time to time.
For purposes of the policies and procedures, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which (i) the aggregate amount involved will or may be expected to exceed $120,000, (ii) the Company is a participant, and (iii) any related person has or will have a direct or indirect material interest.
Under the policies and procedures, the directors and executive officers of the Company are responsible for identifying and reporting any proposed transaction with a related person. If any director or officer becomes aware of any transaction or arrangement that has taken place, may be taking place or may be about to take place involving the Company and any related person, such person shall bring the matter to the attention of the Company’s Secretary. Any proposed related person transaction shall be presented by the Secretary to the Governance Committee or the Chair of the Governance Committee for its review. The Governance Committee will then meet, in person or by telephone, to review the facts and circumstances and discuss the proposed transaction.
If the transaction involves a director, that director will not participate in the action regarding whether to approve or ratify the transaction.
The policies and procedures provide that all related person transactions are to be disclosed in the Company’s Proxy Statement and other appropriate filings to the extent required by the rules and regulations of the SEC.
Relationships
As of the date two weeks prior to the date of this Proxy Statement (the most recent practicable date), the Company was not aware of any related person transactions pursuant to the Related Party Transactions Policy. Charles J. Urstadt, the Company’s Chairman, is the father of Catherine U. Biddle and Charles D. Urstadt, directors of the Company. Willing L. Biddle, the Company’s President, Chief Executive Officer and a director, is the husband of Catherine U. Biddle, the son-in-law of Charles J. Urstadt, and the brother-in-law of Charles D. Urstadt.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth certain information, as of January 20, 2017, available to the Company with respect to Common Shares and Class A Common Shares of the Company beneficially owned by:
● | each person who is known by us to beneficially own more than 5% of the Class A Common Shares or Common Shares; |
● | each director and nominee for director; |
● | each named executive officer; and |
● | all of our current directors and executive officers as a group. |
The number of shares beneficially owned by each individual or group is based upon information in documents filed by such person with the SEC or other information available to us. Percentage ownership in the following table is based on 9,660,073 Common Shares and 29,729,045 Class A Common Shares outstanding as of January 20, 2017. Unless otherwise noted below, the address of the persons and entities listed on the table is 321 Railroad Avenue, Greenwich, CT 06830.
Class A | |||||||||||||
Common Shares | Common Shares | ||||||||||||
Beneficially | Percent | Beneficially | Percent | ||||||||||
Name and Address of Beneficial Owner | Owned | of Class | Owned | of Class | |||||||||
5% Stockholders | |||||||||||||
The Vanguard Group, Inc. | — | — | 3,790,405 | (1) | 12.8 | % | |||||||
100 Vanguard Blvd. | |||||||||||||
Malvern, PA 19355 | |||||||||||||
T. Rowe Price Associates, Inc. | — | — | 2,659,230 | (2) | 8.9 | % | |||||||
100 E. Pratt Street | |||||||||||||
Baltimore, MD 21202 | |||||||||||||
BlackRock, Inc. | — | — | 2,584,133 | (3) | 8.7 | % | |||||||
55 East 52ndStreet | |||||||||||||
New York, NY 10022 | |||||||||||||
Directors & Officers | |||||||||||||
Charles J. Urstadt | 4,464,625 | (4) | 46.2 | % | 161,090 | (5) | * | ||||||
Willing L. Biddle | 2,914,063 | (6) | 23.9 | % | 40,824 | (7) | * | ||||||
Kevin J. Bannon | — | * | 32,000 | (8) | * | ||||||||
Catherine U. Biddle | 2,914,063 | (6) | 23.9 | % | 40,824 | (7) | * | ||||||
Noble O. Carpenter | — | — | 1,050 | (9) | * | ||||||||
Bryan O. Colley | — | — | 1,050 | (10) | * | ||||||||
Richard Grellier | 2,627 | * | 6,000 | (11) | * | ||||||||
George H.C. Lawrence | — | — | 78,028 | (12) | * | ||||||||
Robert J. Mueller | — | — | 44,050 | (13) | * | ||||||||
Charles D. Urstadt | 29,776 | (14) | * | 1,850 | * | ||||||||
John T. Hayes | — | — | 55,930 | (15) | * | ||||||||
Stephan A. Rapaglia | — | — | 68,000 | (16) | * | ||||||||
Directors & Executive Officers | |||||||||||||
as a group (12 persons) | 7,411,091 | 70.4 | % | 489,872 | 1.7 | % |
* | Less than 1% |
(1) | Number of shares is based upon information filed with the SEC on February 11, 2016 by The Vanguard Group in a Schedule 13G for the year ended December 31, 2015 and includes 1,836,649 shares that are beneficially owned by Vanguard Specialized Funds — Vanguard REIT Index Fund (the “Index Fund”). The number of shares beneficially owned by the Index Fund is based upon information filed separately by the Index Fund with the SEC on February 9, 2016 in a Schedule 13G for the year ended December 31, 2015. | |
(2) | ||
(3) | Number of shares is based upon information filed with the SEC on January 27, 2016 by BlackRock, Inc. in a Schedule 13G for the year ended December 31, 2015. | |
(4) | Mr. Urstadt is the direct beneficial owner of 740,570 shares of Common Stock, of which 50,000 are restricted subject to vesting. In addition, he is the indirect beneficial owner of (i) 883,185 shares of Common Stock directly held by Urstadt Property Company, Inc., a Delaware corporation (“UPCO”) of which Mr. Urstadt is the chairman, a director and principal stockholder, (ii) 41,050 shares of Common Stock held by Mrs. Urstadt, (iii) 1,668 shares of Common Stock held by the 2005 Trust Established Under the Issuer’s Excess Benefit and Deferred Compensation Plan (the “Compensation Plan Trust”) for the benefit of Mr. Urstadt, (iv) 1,942,431 shares of Common Stock held by Urstadt Realty Associates Co LP (“URACO”), a Delaware limited partnership of which UPCO is the general partner and Mr. Urstadt, Mrs. Urstadt, Catherine U. Biddle Irrevocable Trust and Charles D. Urstadt Irrevocable Trust are the limited partners, (v) 530,721 shares of Common Stock held by Urstadt Realty Shares II L.P. (“URS II”), a Delaware partnership of which UPCO is the general partner and Mr. Urstadt is the limited partner, and (vi) 220,000 shares of Common Stock held by the Charles J. Urstadt 2012 Family Trust. In addition, he has the power to vote or direct the voting of and to dispose or direct the disposition of 105,000 shares of Common Stock held by the Urstadt Conservation Foundation (the “Foundation”), of which Mr. Urstadt and Mrs. Urstadt are sole trustees. Mr. Urstadt disclaims beneficial ownership of any shares owned by the Foundation. | |
UPCO and Mr. Urstadt may be deemed to have shared power to vote or direct the voting of and to dispose of or direct the disposition of the 883,185 shares of Common Stock directly owned by UPCO in view of the fact that Mr. | ||
UPCO and Mr. Urstadt may be deemed to have shared power to vote or direct the voting of and to dispose of or direct the disposition of the 1,942,431 shares of Common Stock directly owned by URACO in view of the fact that UPCO is the sole general partner of URACO, and that Mr. Urstadt and Mrs. Urstadt own a controlling amount of the outstanding voting securities of UPCO. | ||
UPCO and Mr. Urstadt may be deemed to have shared power to vote or direct the voting of and to dispose of or direct the disposition of the 530,721 shares of Common Stock directly owned by URS II in view of the fact that UPCO is the sole general partner of URS II, and that Mr. Urstadt and Mrs. Urstadt own a controlling amount of the outstanding voting securities of UPCO. | ||
Mrs. Urstadt and Mr. Urstadt may be deemed to have shared power to vote or direct the voting of and to dispose of or direct the disposition of the 41,050 shares of Common Stock directly owned by Mrs. Urstadt. Mr. and Mrs. Urstadt disclaim beneficial ownership of any shares held by the Foundation, but may be deemed to have shared power to vote or direct the voting of and to dispose of or direct the disposition of the 105,000 shares of Common Stock directly owned by the Foundation in view of the fact that Mr. and Mrs. Urstadt are the sole trustees of the Foundation. | ||
(5) | Mr. Urstadt directly owns 57,500 Class A Common Shares, of which 10,500 are restricted subject to vesting. In addition, he is the indirect beneficial owner of 18,000 Class A Common Shares directly held by Mrs. Urstadt and 85,590 Class A Common Shares directly held by UPCO. | |
(6) | Mr. Biddle is the direct beneficial owner of 2,273,338 shares of Common Stock individually, of which 990,000 are restricted subject to vesting, and Mrs. Biddle is the direct beneficial owner of 32,312 shares of Common Stock individually, of which 4,100 are restricted subject to vesting. When these shares are added |
(7) | Mr. Biddle directly owns 37,500 Class A Common Shares, of which 32,500 are restricted subject to vesting. In addition, he is the indirect beneficial owner of 3,324 Class A Common Shares directly held by Mrs. Biddle. | |
Mr. Biddle and Mrs. Biddle may each be deemed to have shared power to vote and direct the voting of and to dispose of or direct the disposition of shares owned by the other, as they are spouses. | ||
(8) | Mr. Bannon directly owns 30,500 Class A Common Shares, of which 5,050 are restricted subject to vesting. Mr. Bannon is also the indirect beneficial owner of 1,500 shares of Class A Common Stock, which are held directly by several family trusts. | |
(9) | Mr. Carpenter directly owns 1,050 Class A Common Shares, all of which are restricted subject to vesting. | |
(10) | Mr. Colley directly owns 1,050 Class A Common Shares, all of which are restricted subject to vesting. | |
(11) | Mr. Grellier directly owns 6,000 Class A Common Shares, of which 5,050 are restricted subject to vesting. | |
(12) | Mr. Lawrence directly owns 78,028 Class A Common Shares, of which 5,050 are restricted subject to vesting. | |
(13) | Mr. Mueller | |
(14) | Mr. C.D. Urstadt directly owns 29,776 Common Shares, of which 5,050 are restricted subject to vesting. The number of shares reported does not include Common Shares owned by URACO, of which the Charles D. Urstadt Irrevocable Trust is a limited partner. Mr. C.D. Urstadt is the sole beneficiary of the | |
(15) | Mr. Hayes directly owns 55,930 Class A Common Shares, of which 51,000 are restricted subject to vesting. | |
(16) | Mr. Rapaglia directly owns 68,000 Class A Common Shares, of which 56,500 are restricted subject to vesting. |
The directors know of no other business to be presented at the Annual Meeting. If other matters properly come before the Annual Meeting in accordance with the Articles of Incorporation,Bylaws, the persons named as proxies will vote on them in accordance with their best judgment to the extent permitted by applicable laws and regulations.
By Order of the Directors |
WILLING L. BIDDLE |
President & Chief Executive Officer |
URSTADT BIDDLE PROPERTIES INC.
321 RAILROAD AVENUE
GREENWICH, CT 06830
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 March 21, 2017. 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.
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 March 21, 2017. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
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.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |||||||
E16819-P85116 | KEEP THIS PORTION FOR YOUR RECORDS | ||||||
DETACH AND RETURN THIS PORTION ONLY | |||||||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
URSTADT BIDDLE PROPERTIES INC. | For All | Withhold All | For All Except | ||||||||
The Board of Directors recommends you | |||||||||||
vote FOR the following Director nominees: | |||||||||||
☐ | ☐ | ||||||||||
☐ | |||||||||||
1. | Election of Directors | ||||||||||
Nominees to serve for three years: | |||||||||||
01) | Kevin J. Bannon | ||||||||||
02) | Richard Grellier | ||||||||||
03) | Charles D. Urstadt |
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 above. |
The Board of Directors recommends you vote FOR proposals 2 and 3 and a vote of 3 YEARS on proposal 4. | For | Against | Abstain | |||||||||
2. | ||||||||||||
To ratify the appointment of PKF | ☐ | ☐ | ||||||||||
3. | To approve, on an advisory basis, the compensation of the Company’s named executive officers. | ☐ | ☐ | ☐ |
1 Year | 2 Years | 3 Years | Abstain | |||||||||
4. | To vote, on an advisory basis, on the frequency of the advisory vote on the compensation of the Company’s named executive officers. | ☐ | ☐ | ☐ | ☐ | |||||||
Each Proposal is a separate and independent Proposal and no Proposal is conditioned upon adoption or approval of any other Proposal. |
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, guardian, trustee or other fiduciary, please give full title as such. Joint owners each should sign personally. All holders must sign. If executed by a corporation or partnership, the proxy should be signed by a duly authorized person, stating his or her title or authority.
Signature [PLEASE SIGN WITHIN BOX] | Date |
Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
URSTADT BIDDLE PROPERTIES INC.
Annual Meeting of Stockholders
March 22, 2017 2:00 p.m.
This proxy is solicited by the Board of Directors
The undersigned hereby constitutes and appoints Willing L. Biddle and Miyun Sung, and each of them, as Proxies of the undersigned, with full power to appoint his or her substitute, and authorizes each of them to represent and vote all Class A Common Stock or Common Stock, as applicable, of Urstadt Biddle Properties Inc. (the “Company”) held of record as of the close of business on January 20, 2017, at the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held at 2:00 p.m. EDT on Wednesday, March 22, 2017 at Six Landmark Square, 9th Floor, Stamford, Connecticut 06901, and at any adjournments or postponements thereof.
When properly executed, this proxy will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is given, this proxy will be voted (i) FOR the election of three Directors of the Company, as set forth in Proposal 1, (ii) FOR the ratification of the appointment of PKF O’Connor Davies, LLP, as the independent registered public accounting firm of the Company for one year, as set forth in Proposal 2, (iii) FOR approval, on an advisory basis, of the compensation of the Company’s named executive officers, as set forth in Proposal 3, and (iv) FOR a 3 Year Frequency on future advisory votes on executive compensation, as set forth in Proposal 4. In their discretion, the Proxies each are authorized to vote upon such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. A stockholder wishing to vote in accordance with the Board of Directors’ recommendations need only sign and date this proxy and return it in the enclosed envelope.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying Notice of Annual Meeting of Stockholders, the Proxy Statement and the Company’s Annual Report to Stockholders and hereby revoke(s) any proxy or proxies heretofore given. This proxy may be revoked at any time before it is exercised by filing a notice of such revocation, by filing a later dated proxy with the Secretary of the Company or by voting in person at the Annual Meeting.
Continued and to be signed on reverse side