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Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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TO BE HELD ON MAY 18, 2005
TO OUR SHAREHOLDERS:
1. | The election of seven trustees to hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified; |
2. | The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2005; |
3. | Such other business as may properly come before the Annual Meeting or any adjournments thereof. |
YOUR FAILURE TO PROMPTLY RETURN THE PROXY INCREASES THE OPERATING COSTS OF YOUR INVESTMENT.
YOU ARE CORDIALLY INVITED TO PERSONALLY ATTEND THE MEETING, BUT YOU SHOULD VOTE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
1311 MAMARONECK AVENUE, SUITE 260, WHITE PLAINS, NEW YORK 10605
FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
May 18, 2005
GENERAL INFORMATION
OUTSTANDING SHARES AND VOTING RIGHTS
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PROPOSAL 1 — ELECTION OF TRUSTEES
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(CFA) designation by the Association for Investment Management and Research (AIMR) after completing the requisite examinations. Mr. Forman is a member of the Managing Board of Kimpton Group Holding, LLC. Mr. Forman is also a member of the National Association of Corporate Directors.
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Vote Required; Recommendation
PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF AUDITORS
Vote Required; Recommendation
MANAGEMENT
Meetings and Attendance
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Trustees and Executive Officers
Name | Age | Office Held | Year First Became Officer/ Trustee | Term Expires | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Kenneth F. Bernstein | 44 | Trustee and Chief Executive Officer | 1998 | 2005 | ||||||||||||
Lee S. Wielansky | 53 | Trustee; Independent Lead Trustee | 2000 | 2005 | ||||||||||||
Alan S. Forman | 39 | Trustee | 2002 | 2005 | ||||||||||||
Douglas Crocker II | 64 | Trustee | 2003 | 2005 | ||||||||||||
Lorrence T. Kellar | 67 | Trustee | 2003 | 2005 | ||||||||||||
Suzanne M. Hopgood | 55 | Trustee | 2004 | 2005 | ||||||||||||
Wendy Luscombe | 53 | Trustee | 2004 | 2005 | ||||||||||||
Joel Braun | 53 | Senior Vice President and Chief Investment Officer | 1998 | — | ||||||||||||
Joseph Hogan | 55 | Senior Vice President and Director of Construction | 1999 | — | ||||||||||||
Robert Masters | 60 | Senior Vice President, General Counsel and Secretary | 1998 | — | ||||||||||||
Joseph Napolitano | 40 | Senior Vice President and Director of Operations | 2001 | — | ||||||||||||
Joseph Povinelli | 48 | Senior Vice President and Director of Leasing | 2003 | — | ||||||||||||
Michael Nelsen | 58 | Senior Vice President and Chief Financial Officer | 2003 | — |
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investment trust, and was responsible for the day to day leasing activity of approximately 3 million square feet of the strip shopping center portfolio. Prior to that he served as leasing representative for Net Properties Management, of Great Neck, New York, responsible for leasing of the strip shopping center and office building portfolio of the Mid-Atlantic and Southeast regions of the company. Mr. Povinelli received a Bachelor of Science degree in Finance and Economics from C.W. Post College of Long Island University.
Committees of the Board of Trustees
Audit Committee
Compensation Committee
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Nominating and Corporate Governance Committee
Investment/Capital Markets Committee
Executive Sessions
Communication with Trustees
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independent trustees received by the Corporate Secretary will be promptly forwarded to the intended recipients in accordance with the sender’s instructions.
Trustees’ Fees
Other Corporate Governance Initiatives
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial Owners | Number of Common Shares Beneficially Owned | Percent of Class | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Wellington Management Company, LLP (1) | 3,877,350 | 12.35 | ||||||||
Yale University (2) | 3,635,066 | 11.58 | ||||||||
Morgan Stanley (3) | 1,840,168 | 5.86 | ||||||||
Clarion CRA Securities, LP (4) | 1,747,280 | 5.57 | ||||||||
Third Avenue Management LLC (5) | 1,660,500 | 5.29 | ||||||||
Kenneth F. Bernstein (6) | 1,014,977 | (7) | 3.17 | |||||||
Joel Braun (6) | 85,142 | (8) | * | |||||||
Robert Masters (6) | 69,385 | (9) | * | |||||||
Michael Nelsen (6) | 1,970 | (10) | * | |||||||
Joseph Hogan (6) | 34,515 | (11) | * | |||||||
Douglas Crocker II | 4,099 | (12) | * | |||||||
Alan Forman | 4,699 | (13) | * | |||||||
Suzanne M. Hopgood | 3,699 | (14) | * | |||||||
Lorrence T. Kellar | 5,099 | (15) | * | |||||||
Wendy Luscombe | 4,199 | (16) | * | |||||||
Lee S. Wielansky | 12,417 | (17) | * | |||||||
All Executive Officers and Trustees as a Group (thirteen persons) | 1,292,841 | (6,7,8,9,10,11,12, 13,14,15,16,17) | 4.07 |
(1) | The business address of Wellington Management, Inc. is 75 State Street, Boston, MA 02109. |
(2) | The business address of Yale University is c/o Yale University Investments Office, Real Estate, 55 Whitney Avenue, 5th Floor, New Haven, CT 06510. |
(3) | The business address of Morgan Stanley is 1585 Broadway, New York, New York 10036. |
(4) | The business address of Clarion CRA Securities, LP is 259 N. Radnor Chester Road, Suite 205 Radnor, PA 19087. |
(5) | The business address of Third Avenue Management LLC is 622 Third Avenue, 32nd Floor, New York, NY 10017. |
(6) | The business address of each such person is c/o Acadia Realty Trust, 1311 Mamaroneck Avenue, Suite 260, White Plains, NY 10605. |
(7) | Reflects the Common Shares beneficially owned by Mr. Bernstein in his individual capacity and the Common Shares deemed to be beneficially owned by Mr. Bernstein. The Common Shares directly owned by Mr. Bernstein in his individual capacity consist of (i) 331,255 OP Units which are immediately exchangeable into a like number of Common Shares, (ii) 119,111 vested Common Shares of a total of 261,721 restricted Common Shares issued to Mr. Bernstein in 2000 through 2005, (iii) 207,989 |
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Common Shares and (iv) 356,622 vested options issued pursuant to the 1999 and 2003 Share Incentive Plans. |
(8) | Represents (i) 6,667 OP Units which are immediately exchangeable into a like number of Common Shares, (ii) 14,220 vested Common Shares of a total of 48,749 restricted Common Shares issued to Mr. Braun in 2001 through 2005, (iii) 61,871 Common Shares and (iv) 2,384 vested options issued pursuant to the 2003 Share Incentive Plan. |
(9) | Represents (i) 53,296 Common Shares, (ii) 14,871 vested Common Shares of a total of 39,882 restricted Common Shares issued to Mr. Masters in 2000 through 2005, and (iii) 1,218 vested options issued pursuant to the 2003 Share Incentive Plan. |
(10) | Represents 910 vested Common Shares of a total of 10,907 restricted Common Shares issued to Mr. Nelsen in 2004 and 2005, and 1,060 vested options issued pursuant to the 2003 Share Incentive Plan. |
(11) | Represents 8,455 vested Common Shares of a total of 25,330 restricted Common Shares issued to Mr. Hogan in 2000 through 2005, and 26,060 vested options issued pursuant to the 1999 and 2003 Share Incentive Plans. |
(12) | Represents 3,400 vested options issued pursuant to the 1999 and 2003 Share Incentive Plans and 699 Common Shares. |
(13) | Represents 4,000 vested options issued pursuant to the 1999 and 2003 Share Incentive Plans and 699 Common Shares. The Common Shares have all been issued to Yale University. |
(14) | Represents 3,000 vested options issued pursuant to the 2003 Share Incentive Plan and 699 Common Shares. |
(15) | Represents 3,400 vested options issued pursuant to the 2003 Share Incentive Plan and 1,699 Common Shares. |
(16) | Represents 3,000 vested options issued pursuant to the 2003 Share Incentive Plan and 1,199 Common Shares. |
(17) | Represents 5,800 vested options issued pursuant to the 1999 and 2003 Share Incentive Plans and 6,617 Common Shares. |
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EXECUTIVE COMPENSATION
Summary Compensation Table
Annual Compensation | Long-Term Compensation | ||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Fiscal Year | Salary ($) | Bonus ($) | Other Annual Compensation | Restricted Share Awards ($) (4) | Securities Underlying Options/ SARs (3) | LTIP Payouts ($) | All Other Compensation ($) (1) | ||||||||||||||||||||||||||
Kenneth F. Bernstein | 2004 | $ | 312,000 | — | — | (2) | $ | 1,005,369 | 19,866 | $ | — | $ | 3,240 | ||||||||||||||||||||
President and Chief | 2003 | 312,000 | — | — | (2) | 744,497 | — | — | 6,000 | ||||||||||||||||||||||||
Executive Officer | 2002 | (5) | 312,000 | 300,000 | (5) | — | (2) | (5) | — | — | 6,000 | ||||||||||||||||||||||
Joel Braun | 2004 | 200,000 | 90,000 | — | (2) | 211,117 | 7,152 | — | 2,769 | ||||||||||||||||||||||||
Senior Vice President — | 2003 | 200,000 | — | — | (2) | 220,161 | — | — | 3,000 | ||||||||||||||||||||||||
Chief Investment Officer | 2002 | (5) | 187,200 | 125,000 | (5) | — | (2) | (5) | — | — | 5,616 | ||||||||||||||||||||||
Robert Masters | 2004 | 190,000 | — | — | (2) | 170,740 | 3,655 | — | 2,631 | ||||||||||||||||||||||||
Senior Vice President — | 2003 | 190,000 | — | — | (2) | 137,445 | — | — | 4,385 | ||||||||||||||||||||||||
General Counsel | 2002 | (5) | 187,200 | 80,000 | (5) | — | (2) | (5) | — | — | 6,000 | ||||||||||||||||||||||
Michael Nelsen | 2004 | 190,400 | 50,000 | — | (2) | 104,255 | 3,179 | — | 4,394 | ||||||||||||||||||||||||
Senior Vice President — | 2003 | 150,123 | 56,250 | — | (2) | 56,250 | — | — | 1,098 | ||||||||||||||||||||||||
Chief Financial Officer (6) | 2002 | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Joseph Hogan | 2004 | 200,000 | 45,000 | — | (2) | 93,841 | 3,179 | — | 5,615 | ||||||||||||||||||||||||
Senior Vice President — | 2003 | 200,000 | — | — | (2) | 127,260 | — | — | 3,900 | ||||||||||||||||||||||||
Director of Construction | 2002 | (5) | 197,600 | 80,000 | (5) | — | (2) | (5) | — | — | 5,928 |
(1) | Represents contributions made by the Company to the account of the named executive officer under a 401(k) Plan. |
(2) | Did not exceed the lesser of $50,000 or 10% of the total annual salary and bonus for the named individual. |
(3) | Represents options granted on January 3, 2005 under the Company’s 2003 Share Incentive Plan. See Share Option Grants, Exercises and Holdings Table below. |
(4) | In prior years, executives had the option to elect to receive their bonus, or a portion thereof, in Common Shares under the Restricted Share Bonus Program (defined below). Mr. Bernstein made such elections for $225,000 and $150,000 of his 2003 and 2002 bonuses, respectively, for which Common Shares were granted in January 2004 and June 2003, respectively. Mr. Braun made such elections for $65,000 and $25,000 of his 2003 and 2002 bonuses, respectively, for which Common Shares were granted in January 2004 and June 2003, respectively. Mr. Masters made such elections for $40,000 of each of his 2003 and 2002 bonuses, for which Common Shares were granted in January 2004 and June 2003. Mr. Hogan made such elections for $40,000 and $10,000 of his 2003 and 2002 bonuses, respectively, for which Common Shares were granted in January 2004 and June 2003, respectively. Under the restricted share bonus program, these executives were permitted to purchase Restricted Common Shares at a 20% discount to the average price for the preceding 20-days using amounts from their cash bonuses. Also under the 2003 Plan, restricted shares were awarded to these executives in addition to their 2004, 2003 and 2002 cash bonuses as follows: (i) Mr. Bernstein: 61,303, 36,390 shares and 40,000 shares, respectively, (ii) Mr. Braun: 12,873, 10,917 shares and 10,000 shares, respectively, (iii) Mr. Masters: 10,411, 6,874 shares and 5,333 shares, respectively, (iv) Mr. Nelsen: 6,357 shares in 2004 and (v) Mr. Hogan: 5,722, 6,065 shares and 4,000 shares, respectively. The 2004 restricted share awards were granted on January 3, 2005 under the Company’s 2003 Share Incentive Plan. |
(5) | Subsequent to the filing of the 2003 Proxy Statement, the Company adopted the 2003 Plan to provide for the granting of options, restricted shares and performance units to officers, employees and trustees of the Company because no Common Shares remained available for future grants under the 1999 Share Incentive Plan. |
(6) | Mr. Nelsen was elected Sr. Vice President and Chief Financial Officer on March 7, 2003. |
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Share Option Grants, Exercises and Holdings
Individual Grants (1) | Potential Realizable Value at Assumed Annual Rate of Common Share Price Appreciation for Option Term | ||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Securities Underlying Options Granted (#) (1) | % Of Total Options Granted to Employees in Fiscal Year | Exercise or Base Price ($/Share) | Expiration Date | 5% ($) | 10%($) | |||||||||||||||||||||||
Kenneth F. Bernstein | 19,866 | 38.7 | $ | 16.35 | 1-2-2015 | $ | 205,890 | $ | 520,225 | ||||||||||||||||||||
Joel Braun | 7,152 | 13.9 | 16.35 | 1-2-2015 | 74,123 | 187,287 | |||||||||||||||||||||||
Robert Masters | 3,655 | 7.1 | 16.35 | 1-2-2015 | 37,880 | 95,712 | |||||||||||||||||||||||
Michael Nelsen | 3,179 | 6.2 | 16.35 | 1-2-2015 | 32,947 | 83,247 | |||||||||||||||||||||||
Joseph Hogan | 3,179 | 6.2 | 16.35 | 1-2-2015 | 32,947 | 83,247 |
(1) | See Summary Compensation Table for title of the persons named above. |
2004 Fiscal Year-End Option Values
Number of Unexercised Options/SARs at Fiscal Year-End (2) | Value of Unexercised in-the-Money Options/SARs at Fiscal Year-End (3) | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name (1) | Shares Acquired on Exercise (2) | Value Realized ($) | Exercisable/ Unexercisable | Exercisable/ Unexercisable | ||||||||||||||
Kenneth F. Bernstein | 400,000 | $ | 3,180,000 | 350,000/— | $ | 3,455,500 | /— | |||||||||||
Joel Braun | 85,000 | 802,000 | —/— | —/— | ||||||||||||||
Robert Masters | 65,000 | 606,800 | —/— | —/— | ||||||||||||||
Michael Nelsen | — | — | —/— | —/— | ||||||||||||||
Joseph Hogan | — | — | 25,000/— | 267,500 | /— |
(1) | See Summary Compensation Table for title of the persons named above. The above table does not include options granted on January 3, 2005. See Share Option Grants, Exercises and Holdings Table. |
(2) | Represents options granted under the 1999 and 2003 Share Incentive Plans. One-third of the remaining options vested as of the grant date and one-third on each of the next two anniversaries thereafter. |
(3) | Based on a closing price of $16.30 for the underlying Common Shares as of December 31, 2004. |
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Employment Contracts, Severance Agreements and Change in Control Arrangements.
Employment Contracts
Kenneth F. Bernstein
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things, unpaid salary and bonus, and unpaid severance salary and bonus, each paid in accordance with the terms and conditions of such agreement. |
Michael Nelsen
Severance Arrangements
Employee Benefit Plans
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REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Overview
1) | Competitive base salaries |
2) | Short term rewards |
3) | Long term incentives |
Base Salaries
Short Term Rewards
Long Term Incentives
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CEO Compensation
Compensation Committee
Alan S. Forman, Chairman
Lorrence T. Kellar
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AUDIT COMMITTEE INFORMATION
Independent Registered Public Accounting Firm Compensation
Audit Fees
Audit-Related Fees
Tax Fees — Preparation and Compliance
Tax Fees — Other
All Other Fees
Policy on Pre-Approval of Independent Auditor Services
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REPORT OF THE AUDIT COMMITTEE
Audit Committee
Lorrence T. Kellar, Chairman
Suzanne M. Hopgood
Wendy Luscombe
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SHARE PRICE PERFORMANCE GRAPH
![](https://capedge.com/proxy/DEF 14A/0001206774-05-000651/d16802line.jpg)
Period Ending | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Index | 12/31/99 | 12/31/00 | 12/31/01 | 12/31/02 | 12/31/03 | 12/31/04 | |||||||||||||||||||||
Acadia Realty Trust | 100.00 | 132.36 | 161.14 | 202.09 | 361.27 | 492.52 | |||||||||||||||||||||
S&P 500 | 100.00 | 91.20 | 80.42 | 62.64 | 80.62 | 89.47 | |||||||||||||||||||||
Russell 2000 | 100.00 | 96.98 | 99.39 | 79.03 | 116.38 | 137.71 | |||||||||||||||||||||
Morgan Stanley REITs Index | 100.00 | 126.81 | 143.08 | 148.30 | 202.79 | 266.64 | |||||||||||||||||||||
SNL Shopping Center REITS Index | 100.00 | 120.21 | 154.52 | 178.60 | 253.21 | 344.02 |
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
RDC Transaction
Future Equity Offerings
Other
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ANNUAL SHAREHOLDERS REPORT
OTHER MATTERS
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
SUBMISSION OF SHAREHOLDER PROPOSALS
![](https://capedge.com/proxy/DEF 14A/0001206774-05-000651/mastersrsig.jpg)
Robert Masters, Secretary
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Exhibit A
CHARTER OF THE AUDIT COMMITTEE
I. Purpose
• | overseeing the integrity of the Company’s financial statements, |
• | overseeing the Company’s compliance with legal and regulatory requirements, |
• | overseeing the independent auditor’s qualifications and independence, |
• | overseeing the performance of the company’s internal audit function and independent auditor, and |
• | overseeing the Company’s system of disclosure controls and system of internal controls regarding finance, accounting, legal compliance, and ethics that management and the Board have established. |
II. Composition And Meetings
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communication, the Committee should meet separately, periodically with management, the internal auditors (or other personnel responsible for the internal audit function) and the independent auditors in separate executive sessions to discuss any matters that the Committee or each of these groups believe should be discussed privately. In addition, the Committee should meet quarterly with the independent auditors and management to discuss the annual audited financial statements and quarterly financial statements, including the Company’s disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
III. Responsibilities And Duties
Documents/Reports/Accounting Information Review
1. | Review this Charter periodically, at least annually, and recommend to the Board of Trustees any necessary amendments as conditions dictate. |
2. | Review and discuss with management the Company’s annual financial statements, quarterly financial statements, and all internal controls reports (or summaries thereof). Review other relevant reports or financial information submitted by the Company to any governmental body, or the public, including management certifications as required by the Sarbanes-Oxley Act of 2002 (Sections 302 and 906) and relevant reports rendered by the independent auditors (or summaries thereof). |
3. | Recommend to the Board whether the financial statements should be included in the Annual Report on Form 10-K. Review with financial management and the independent auditors the 10-Q prior to its filing (or prior to the release of earnings). |
4. | Review with the full Board of Trustees any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the Company’s independent auditors and the performance of the internal audit function. |
5. | Review earnings press releases with management, including review of “pro-forma” or “adjusted” non-GAAP information. |
6. | Discuss with management financial information and earnings guidance provided to analysts and rating agencies. Such discussions may be on general terms (i.e., discussion of the types of information to be disclosed and the type of presentation to be made). |
7. | Review the regular internal reports (or summaries thereof) to management prepared by the internal auditors and management’s response. |
Independent Auditors
8. | Appoint (subject to shareholder ratification, if applicable), compensate, and oversee the work performed by the independent auditor for the purpose of preparing or issuing an audit report or related work. Review the performance of the independent auditors and remove the independent auditors if circumstances warrant. The independent auditors shall report directly to the audit committee and the audit committee shall oversee the resolution of disagreements between management and the independent auditors in the event that they arise. Consider whether the auditor’s performance of permissible non-audit services is compatible with the auditor’s independence. |
9. | Review with the independent auditor any problems or difficulties and management’s response, including: any accounting adjustments that were noted or proposed by the auditor but were “passed” (as material or otherwise); any communications between the audit team and the audit firm’s national office respecting auditing or accounting issues presented by the engagement; and any “management” or “internal control” letter issued, or proposed to be issued, by the audit firm to the Company. Such difficulties include any restrictions on the scope of the independent auditor’s activities or on access to requested information, and any significant disagreements with management. |
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10. | Review the independent auditor’s attestation and report on management’s internal control report; and hold timely discussions with the independent auditors regarding the following: |
• | all critical accounting policies and practices; |
• | all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; |
• | other material written communications between the independent auditor and management including, but not limited to, the management letter and schedule of unadjusted differences; and |
• | an analysis of the auditor’s judgment as to the quality of the Company’s accounting principles, setting forth significant reporting issues and judgments made in connection with the preparation of the financial statements. |
11. | At least annually, obtain and review a report by the independent auditor describing: |
• | the firm’s internal quality control procedures; |
• | any material issues raised by the most recent internal quality-control review, peer review, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and |
• | (to assess the auditor’s independence) all relationships between the independent auditor and the Company. |
12. | Review and pre-approve both audit and non-audit services to be provided by the independent auditor (other than with respect to de minimis exceptions permitted by the Sarbanes-Oxley Act of 2002). This duty may be delegated to one or more designated members of the Audit Committee with any such pre-approval reported to the full Audit Committee at its next regularly scheduled meeting. Approval of non-audit services shall be disclosed to investors in periodic reports required by Section 13(a) of the Securities Exchange Act of 1934. |
13. | Set clear hiring policies, compliant with governing laws or regulations, for employees or former employees of the independent auditor. |
Financial Reporting Processes and Accounting Policies
14. | In consultation with the independent auditors and the internal auditors, review the integrity of the organization’s financial reporting processes (both internal and external), and the internal control structure (including disclosure controls). Meet with representatives of the disclosure committee (if one exists) on a periodic basis to discuss any matters of concern arising from the disclosure committee’s quarterly process to assist the CEO and CFO in their Sarbanes-Oxley Act of 2002 Section 302 certifications. |
15. | Review with management major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies. |
16. | Review analyses prepared by management (and the independent auditor as noted in item 8 above) setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements. |
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17. | Review with management the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company. |
18. | Review and approve all related party transactions. |
19. | Establish and maintain procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting, or auditing matters. |
20. | Establish and maintain procedures for the confidential, anonymous submission by Company employees regarding questionable accounting or auditing matters. |
Internal Audit
21. | Review and advise on the selection and removal of the internal audit director to oversee the internal audit function to provide management and the Audit Committee with ongoing assessments of the Company’s risk management processes and system of internal control. |
22. | Review activities, organizational structure, and qualifications of the internal audit function. |
23. | Annually, review and recommend changes (if any) to the internal audit charter. |
24. | Periodically review with the internal audit director any significant difficulties, disagreements with management, or scope restrictions encountered in the course of the function’s work. |
25. | Periodically review with the independent auditor, the budget, staffing, and responsibilities of the internal audit function. |
Ethical Compliance, Legal Compliance, and Risk Management
26. | Establish, review and update periodically a Code of Ethical Conduct and ensure that management has established a system to enforce this Code. Ensure that the code is in compliance with all applicable rules and regulations. |
27. | Review management’s monitoring of the Company’s compliance with the organization’s Ethical Code, and ensure that management has the proper review system in place to ensure that Company’s financial statements, reports and other financial information disseminated to governmental organizations and the public satisfy legal requirements. |
28. | Review, with the organization’s counsel, legal compliance matters including corporate securities trading policies. |
29. | Review, with the organization’s counsel, any legal matter that could have a significant impact on the organization’s financial statements. |
30. | Discuss policies with respect to risk assessment and risk management. Such discussions should include the Company’s major financial and accounting risk exposures and the steps management has undertaken to control them. |
Other Responsibilities
31. | Review with the independent auditors, the internal auditing department and management the extent to which changes or improvements in financial or accounting practices, as approved by the Audit Committee, have been implemented. (This review should be conducted at an appropriate time subsequent to implementation of changes or improvements, as decided by the Committee.) |
32. | Prepare the report that the SEC requires be included in the Company’s annual proxy statement. |
33. | Annually, perform a self-assessment relative to the Audit Committee’s purpose, duties and responsibilities outlined herein. |
34. | Perform any other activities consistent with this Charter, the Company’s by-laws and governing law, as the Committee or the Board deems necessary or appropriate. |
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ACADIA REALTY TRUST 1311 MAMARONECK AVENUE SUITE 260 WHITE PLAINS, NY 10605 | 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 Acadia Realty Trust, c/o ADP, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ACADIA | KEEP THIS PORTION FOR |
YOUR RECORDS | ||
DETACH AND RETURN THIS PORTION ONLY |
ACADIA REALTY TRUST
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU
VOTE “FOR” THE NOMINEES AND EACH OF THE
PROPOSALS LISTED BELOW.
For | Withhold | For All | To withhold authority to vote for any individual nominee, mark “For All Except” and write the nominee’s number on the line below. | |||||||
All | All | Except | ||||||||
Vote On Directors | ||||||||||
1. | Nominees: | |||||||||
01) Kenneth F. Bernstein 02) Douglas Crocker II 03) Alan S. Forman 04) Suzanne Hopgood | 05) Lorrence T. Kellar 06) Wendy Luscombe 07) Lee S. Wielansky | * | * | * | ||||||
Vote On Proposals | For | Against | Abstain | |||||||
2. | TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005. | * | * | * | ||||||
3. | TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. | * | * | * | ||||||
Please sign exactly as name appears on the certificate or certificates representing shares to be voted by this proxy, as shown on the label above. When signing as executor, administrator, attorney, trustee, or guardian, please give full title as such. If a corporation, please sign full corporation name by president or other authorized officer. If a partnership, please sign In partnership name by authorized person(s). For comments, please check this box and write them on the * back where indicated |
Signature [PLEASE SIGN WITHIN BOX] Date | Signature (Joint Owners) Date |
ACADIA REALTY TRUST
PROXY FOR ANNUAL MEETING OF
SHAREHOLDERS
MAY 18, 2005
This Proxy is Solicited on
Behalf
of the Board of Trustees
THIS PROXY IS ON BEHALF OF THE BOARD OF TRUSTEES.
Comments:
(Continued and to be signed on reverse side.)
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