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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ | |
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)) | |
þ Definitive Proxy Statement | |
o Definitive Additional Materials | |
o Soliciting Material Pursuant to §240.14a-12 |
AmREIT
Payment of Filing Fee (Check the appropriate box):
þ No fee required. | |
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
1) Title of each class of securities to which transaction applies: |
2) Aggregate number of securities to which transaction applies: |
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) Proposed maximum aggregate value of transaction: |
5) Total fee paid: |
o Fee 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) Amount Previously Paid: |
2) Form, Schedule or Registration Statement No.: |
3) Filing Party: |
4) Date Filed: |
SEC 1913 (02-02) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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Proposal 1: | To elect four trust managers to serve for a one year term and until their successors are elected and qualified. | |
Proposal 2: | To transact any other business that may properly be brought before the annual meeting or any adjournments thereof. |
BY ORDER OF THE BOARD OF TRUST MANAGERS | |
![]() | |
H. Kerr Taylor | |
Chairman of the Board, Chief Executive Officer, | |
and President |
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(1) by delivering written notice to our Corporate Secretary, Chad C. Braun, at AmREIT, 8 Greenway Plaza, Suite 1000, Houston, Texas 77046; | |
(2) by submitting a duly executed proxy bearing a later date; or | |
(3) by attending the annual meeting and voting in person. |
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• | prohibiting the re-pricing of options under our incentive plan; | |
• | increasing the overall independence of our board and the Committees; | |
• | scheduling executive sessions of the non-management trust managers on a regular basis; | |
• | conducting annual evaluations of our board, the Committees and individual trust managers; | |
• | establishing share ownership guidelines for senior officers of the Company; | |
• | requesting trust managers to visit properties every year; | |
• | limiting members of its Audit Committee to service on not more than three other public company audit committees without prior board approval; | |
• | adopting a Pre-Approval Policy for Audit and Non-Audit Services; | |
• | limiting the CEO’s service to not more than three other public company boards; | |
• | reviewing and revising the existing Audit Committee Charter; and | |
• | adopting formal charters for the Committees. |
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Nominating and | ||||||||||||||||
Executive | Audit | Corporate | ||||||||||||||
Name | Committee | Committee | Compensation | Governance | ||||||||||||
H. Kerr Taylor* | x | |||||||||||||||
Robert S. Cartwright, Jr. | x | x | ||||||||||||||
G. Steven Dawson | x | x | x | |||||||||||||
Philip Taggart | x | x | x |
* | Chairman of the Board |
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Amount and Nature of | Percent of Voting | |||||||
Name | Beneficial Ownership | Common Shares | ||||||
H. Kerr Taylor — Chairman, President & CEO | 1,211,153 | 8.54 | % | |||||
Robert S. Cartwright — Trust Manager | 20,986 | * | ||||||
G. Steven Dawson — Trust Manager | 17,905 | * | ||||||
Philip Taggart — Trust Manager | 15,562 | * | ||||||
Chad C. Braun — Secretary, CFO and Executive VP | 53,310 | * | ||||||
All trust managers and executive officers as a group | 1,318,916 | 9.30 | % | |||||
All other employees combined | 173,394 | 1.22 | % | |||||
All trust managers, executive officers, and employees as a group | 1,492,310 | 10.52 | % |
* | Less than 1%. |
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Name | Age | Principal Occupation | ||||
H. Kerr Taylor* | 54 | President and CEO | ||||
Chad C. Braun* | 33 | EVP & CFO | ||||
Todd McDonald | 31 | Managing VP — JVs and Sale/Leasebacks | ||||
Jason Lax | 32 | VP — Construction | ||||
Preston Cunningham | 28 | VP — Development | ||||
David M. Thailing | 34 | Managing VP — Investment Sponsorship | ||||
Tenel Tayar | 35 | VP — Acquisitions | ||||
Brett P. Treadwell | 35 | VP — Finance | ||||
Debbie Lucas | 28 | VP — Corporate Communications | ||||
John N. Anderson, Jr. | 30 | VP — Dispositions | ||||
Kristen Barker | 35 | VP — Leasing | ||||
Max Shilstone | 49 | VP — Property Management | ||||
Robyn Walden | 29 | VP — Investor Relations |
* | Executive Officers |
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Long-Term Compensation | |||||||||||||||||||||||||
Awards | |||||||||||||||||||||||||
Annual Compensation | |||||||||||||||||||||||||
Securities | |||||||||||||||||||||||||
Other Annual | Underlying | All Other | |||||||||||||||||||||||
Name and Principal Position | Year | Salary | Cash Bonus | Compensation | Options | Compensation | |||||||||||||||||||
H. Kerr Taylor | 2004 | $ | 195,000 | $ | 136,000 | $ | 58,500 | (1) | — | $ | 400,000 | (1) | |||||||||||||
Chief Executive Officer | 2003 | $ | 195,000 | $ | 136,500 | $ | 58,500 | (1) | — | (5) | |||||||||||||||
and President | 2002 | $ | 175,000 | $ | 122,500 | $ | 52,914 | (1) | — | (4) | |||||||||||||||
Chad C. Braun | 2004 | $ | 131,650 | $ | 92,150 | $ | 39,494 | (2) | — | $ | 90,000 | (2) | |||||||||||||
Executive Vice President | 2003 | $ | 122,000 | $ | 100,000 | $ | 46,927 | (2) | — | $ | 75,000 | (1)(5) | |||||||||||||
and CFO | 2002 | $ | 115,000 | $ | 49,750 | $ | 21,488 | (2) | — | $ | 99,996 | (3)(4) |
(1) | Mr. Taylor was granted 7,178, 9,000 and 8,333 common shares as part of his bonus for 2004, 2003 and 2002, respectively. The restrictions on these shares lapse 25% at the date of grant and 25% on each of the three following anniversaries of the date of grant. Additionally, Mr. Taylor was granted 50,000 shares as a long term 2004 retention bonus. The restrictions on the shares issued as long term 2004 compensation lapse equally over a seven year period beginning on February 15, 2006. |
(2) | Mr. Braun was granted 4,846, 7,219 and 3,384 common shares as part of his bonus for 2004, 2003 and 2002, respectively. The restrictions on these shares lapse 25% at the date of grant and 25% on each of the three following anniversaries of the date of grant. Additionally, Mr. Braun was granted 11,043 and 11,538 shares as a long term 2004 and 2003 retention bonus. The restrictions on the shares issued as long term 2004 compensation lapse 70% in year five, 15% in year six and 15% in year seven, from the date of the grant. The restrictions on the shares issued as long term 2003 compensation lapse on the fifth anniversary of the issuance. |
(3) | Mr. Braun was granted 14,388 common shares as a bonus related to the completion of the merger of three affiliated investment funds with AmREIT, completed in 2002. The restrictions on these shares lapse equally over a four year period beginning on February 15, 2003. |
(4) | Mr. Taylor and Mr. Braun were assigned 45% and 5%, respectively, in the income and cash flow of the general partner of AAA CTL Notes, Ltd., which is comprised of a portfolio of seventeen IHOP properties, the remainder of which is owned by AmREIT. Mr. Taylor’s interest is 100% vested immediately. Mr. Braun’s interest vests 100% on February 15, 2008. The value of the assigned interest can not be determined or estimated at this time. |
(5) | Mr. Taylor and Mr. Braun were assigned 37% and 4%, respectively, in the income and cash flow of the general partner of AmREIT Income & Growth Fund, Ltd. (“AIG”), AmREIT Income & Growth Corporation. AIG is an affiliated retail partnership with a seven year operating lifecycle. In June 2008, AIG will enter into liquidation and commence a final sale of all of its real estate assets. In accordance with the limited partnership agreement, net sales proceeds will be allocated to the limited partners, and to the general partner as, if, and when certain annual returns have been achieved by the limited partners. Mr. Taylor and Mr. Braun’s interest vests equally over a four year period beginning on February 15, 2004. The value of the assigned interest can not be determined or estimated at this time. |
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G. Steven Dawson | Robert S. Cartwright, Jr. | Philip Taggart |
2004 | 2003 | ||||||||
Audit Fees | $ | 124,365 | $ | 142,350 | |||||
Audit Related Fees | $ | 17,000 | $ | -0- | |||||
Tax Fees | $ | 10,000 | $ | -0- | |||||
All Other Fees | $ | -0- | $ | -0- | |||||
Total Fees | $ | 151,365 | $ | 142,350 | |||||
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ANNUAL MEETING OF SHAREHOLDERS
Thursday, June 2, 2005
10:00 A.M. Houston Time
Eight Greenway Plaza
Suite 1000
Houston, TX 77046
![]() | AmREIT Eight Greenway Plaza, Suite 1000 Houston, TX 77046 | proxy |
This Proxy is Solicited to all Class A, B, C and D Common Shareholders
on Behalf of the Board of Trust Managers.
The shareholder of AmREIT, a Texas real estate investment trust, whose name and signature appear on the reverse side of this card, having received the notice of the Annual Meeting of shareholders and the related proxy statement for AmREIT’s Annual Meeting of shareholders to be held at Eight Greenway Plaza, Suite 1000, Houston, Texas, on Thursday, June 2, 2005 at 10:00 A.M., Houston time, hereby appoints H. Kerr Taylor and Chad Braun, or each of them, the proxies of the shareholder, each with full power of substitution, to vote at the Annual Meeting, and at any adjournments of the Annual Meeting, all common shares, par value $0.01 per share, held of record by the shareholder on April 19, 2005 in the manner shown on the reverse side of this card.
This proxy is solicited by the Board of Trust Managers and the common shares represented hereby will be voted in accordance with the shareholder’s directions on the reverse side of this card. If no direction is given, then the shares represented by this proxy will be voted FOR proposals 1 and 2, and in the proxies’ discretion on any other matters that may properly come before the Annual Meeting or any adjournments thereof, subject to limitations set forth in applicable regulations under the Securities Exchange Act of 1934.
Please mark, sign, date, and return this proxy card promptly using the enclosed envelope.
See reverse for voting instructions.
PROOF: 3 04/15/05 051347-amreit 05-ltrpxy nancy AMERICAN FINANCIAL PRINTING INC. • (612) 378-0711 • FAX (612) 378-3060
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COMPANY #
There are three ways to vote your Proxy
Your telephone or Internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
VOTE BY PHONE — TOLL FREE — 1-800-560-1965 — QUICK«««EASY«««IMMEDIATE
• | Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on June 1, 2005. | |||
• | Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions the voice provides you. |
VOTE BY INTERNET — http://www.eproxy.com/amy/ — QUICK«««EASY«««IMMEDIATE
• | Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on June 1, 2005. | |||
• | Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions to obtain your records and create an electronic ballot. |
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we’ve provided or return it toAmREIT,c/o Shareowner ServicesSM, P.O. Box 64873, St. Paul, MN 55164-0873.
If you vote by Phone or Internet, please do not mail your Proxy Card
òPlease detach hereò
The Board of Trust Managers Recommends a Vote FOR Items 1 and 2.
1. | Election of trust | 01 Robert J. Cartwright | 03 Philip Taggart | o | Vote FOR | o | Vote WITHHELD | |||||||
managers: | 02 G. Steven Dawson | 04 H. Kerr Taylor | all nominees | from all nominees | ||||||||||
(except as marked) |
(Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.)
2. | To transact any other business that may properly be brought before the annual meeting or any adjournments thereof. |
This proxy, when properly executed and delivered, will be voted as specified. If no specification is made, this proxy will be votedFOR proposals 1 and 2. The proxies cannot vote your shares unless you sign and return this card.
Address Change? Mark Boxo Indicate changes below: | Date | |||
The undersigned hereby revokes any proxy previously given with respect to our common shares and hereby ratifies and confirms all that the proxies, their substitutes or any of them may lawfully do by virtue hereof. Note: Please sign exactly as name(s) appear(s) on this card. When shares are held jointly, both must sign. When signing as attorney, executor, administrator, trustee or guardian, please give full titles as such. When executed by a corporation or partnership, please sign in full corporate or partnership name by a duly authorized officer or partner, giving title.Please sign, date and mail this proxy promptly whether or not you expect to attend the meeting.You may nevertheless vote in person if you do attend.
PROOF: 3 04/15/05 051347-amreit 05-ltrpxy nancy AMERICAN FINANCIAL PRINTING INC. • (612) 378-0711 • FAX (612) 378-3060