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SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 ( Amendment No. )
Filed by the Registrantx
Filed by a Party other than the Registranto
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 Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Under Rule 14a-12
LIBERTY PROPERTY TRUST
Payment of Filing Fee (Check the appropriate box):
x No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(1) Amount previously paid:
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500 Chesterfield Parkway
Malvern, Pennsylvania 19355
1. | To elect four Class II trustees to hold office until the Annual Meeting of Shareholders to be held in 2011 and until their successors are duly elected and qualified; | |
2. | To ratify the selection of Ernst & Young LLP as the Trust’s independent registered public accounting firm for 2008; and | |
3. | To transact such other business as may properly come before the meeting. |
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ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 15, 2008
• | On the proposal to elect four Class II trustees to hold office until the Annual Meeting of Shareholders to be held in 2011 and until their successors are duly elected and qualified, the vote of a majority of all the votes cast at the Meeting is necessary to elect a trustee. Neither abstentions nor broker non-votes will be counted as votes cast, and therefore will have no effect on the results of the vote with respect to this proposal. | |
• | The vote of a majority of all the votes cast at the Meeting is necessary to ratify the selection of Ernst & Young LLP as the Trust’s independent registered public accounting firm for 2008. Neither abstentions nor broker non-votes will be counted as votes cast, and therefore will have no effect on the results of the vote with respect to this proposal. |
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Proxy Materials for the Annual Meeting of Shareholders to be Held on May 15, 2008
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BENEFICIAL OWNERS AND MANAGEMENT
Number of | ||||||||
Shares | ||||||||
Beneficially | Percent of | |||||||
Beneficial Owner | Owned | Class | ||||||
William P. Hankowsky | 382,490 | (1) | * | |||||
George J. Alburger, Jr. | 566,415 | (2) | * | |||||
Robert E. Fenza | 438,159 | (3) | * | |||||
James J. Bowes | 276,098 | (4) | * | |||||
Michael T. Hagan | 52,805 | (5) | * | |||||
Frederick F. Buchholz | 56,995 | (6) | * | |||||
Thomas C. DeLoach, Jr. | 43,803 | (7) | * | |||||
Daniel P. Garton | 21,902 | (8) | * | |||||
J. Anthony Hayden | 116,268 | (9) | * | |||||
M. Leanne Lachman | 65,006 | (10) | * | |||||
David L. Lingerfelt | 78,439 | (11) | * | |||||
Jose A. Mejia | 4,905 | (12) | * | |||||
John A. Miller | 58,448 | (13) | * | |||||
Stephen B. Siegel | 36,813 | (14) | * | |||||
Cohen & Steers, Inc. | 10,704,625 | (15) | 11.6 | % | ||||
Morgan Stanley | 7,361,207 | (16) | 8.0 | % | ||||
Barclays Global Investors, NA | 7,349,008 | (17) | 8.0 | % | ||||
The Vanguard Group, Inc. | 5,530,904 | (18) | 6.0 | % | ||||
Abbey National Securities | 4,875,600 | (19) | 5.3 | % | ||||
ING Groep N.V. | 4,612,729 | (20) | 5.0 | % | ||||
All trustees and executive officers as a group (14 persons) | 2,198,546 | (21) | 2.3 | % |
* | Represents less than one percent of class. | |
(1) | Includes 276,269 common shares subject to options exercisable within 60 days after March 20, 2008. | |
(2) | Includes 441,135 common shares subject to options exercisable within 60 days after March 20, 2008. | |
(3) | Includes 176,756 common shares subject to options exercisable within 60 days after March 20, 2008 and 195,043 common shares issuable upon exchange of units of limited partnership interest (“Units”) of Liberty Property Limited Partnership, a Pennsylvania limited partnership (the “Operating Partnership”) which, as of December 31, 2007, was 95.6% owned by the Trust. Also includes 700 common shares, held by Mr. Fenza as custodian for his children, or owned directly by such children, as to which Mr. Fenza disclaims beneficial ownership. Includes 110,000 Units pledged by the beneficial owner as security for loans. | |
(4) | Includes 245,793 common shares subject to options exercisable within 60 days after March 20, 2008. | |
(5) | Includes 17,305 common shares subject to options exercisable within 60 days after March 20, 2008 and 14,491 common shares issuable upon exchange of Units. | |
(6) | Includes 28,500 common shares subject to options exercisable within 60 days after March 20, 2008. |
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(7) | Includes 6,000 common shares subject to options exercisable within 60 days after March 20, 2008. | |
(8) | Includes 18,500 common shares subject to options exercisable within 60 days after March 20, 2008. | |
(9) | Includes 38,500 common shares subject to options exercisable within 60 days after March 20, 2008. Includes 30,000 common shares pledged by the beneficial owner as security for loans. | |
(10) | Includes 28,500 common shares subject to options exercisable within 60 days after March 20, 2008. | |
(11) | Includes 38,500 common shares subject to options exercisable within 60 days after March 20, 2008 and 30,674 common shares issuable upon exchange of Units. Also includes 415 common shares held by trusts for the benefit of Mr. Lingerfelt’s children, as to which Mr. Lingerfelt disclaims beneficial ownership. | |
(12) | Includes 3,500 common shares subject to options exercisable within 60 days after March 20, 2008. | |
(13) | Includes 38,500 common shares subject to options exercisable within 60 days after March 20, 2008. | |
(14) | Includes 5,000 common shares subject to options exercisable within 60 days after March 20, 2008. | |
(15) | As of December 31, 2007, Cohen & Steers, Inc. (“Cohen & Steers”) had sole dispositive power and sole voting power over 10,704,625 and 10,047,969 common shares, respectively. This information is based solely on a review of a Schedule 13G/A filed by Cohen & Steers with the Securities and Exchange Commission. Cohen & Steers’ address is 280 Park Avenue, 10th Floor, New York, NY 10017. | |
(16) | As of December 31, 2007, Morgan Stanley had sole dispositive power and sole voting power over 7,361,207 and 4,412,210 common shares, respectively. This information is based solely on a review of a Schedule 13G/A filed by Morgan Stanley with the Securities and Exchange Commission. Morgan Stanley’s address is 1585 Broadway, New York, NY 10036. | |
(17) | As of December 31, 2007, Barclays Global Investors, NA and certain of its affiliates (“Barclays”) had sole dispositive power and sole voting power over 7,349,008 and 6,271,736 common shares, respectively. These entities expressly disclaim “group” status, as defined inRule 13d-1 under the Exchange Act. This information is based solely on a review of a Schedule 13G filed by Barclays with the Securities and Exchange Commission. Barclays’ address is 45 Fremont Street, San Francisco, CA 94105. | |
(18) | As of December 31, 2007, The Vanguard Group, Inc. (“Vanguard”) had sole dispositive power and sole voting power over 5,530,904 and 37,352 common shares, respectively. This information is based solely on a review of a Schedule 13G/A filed by Vanguard with the Securities and Exchange Commission. Vanguard’s address is 100 Vanguard Boulevard, Malvern, PA 19355. | |
(19) | As of December 31, 2007, Abbey National Securities Inc. (“Abbey”) had sole dispositive power and sole voting power over 4,875,600 common shares, respectively. This information is based solely on a review of a Schedule 13G filed by Abbey with the Securities and Exchange Commission. Abbey’s address is 400 Atlantic Street, Stamford, CT 06901. | |
(20) | As of December 31, 2007, ING Groep N.V. had sole dispositive power and sole voting power over 4,612,729 common shares. This information is based solely on a review of a Schedule 13G/A filed by ING Groep, N.V. with the Securities and Exchange Commission. ING’s address is Amstelveenseweg 500, 1081KL Amsterdam, P.O. Box 810, 1000 AV Amsterdam, The Netherlands. | |
(21) | Includes 1,362,757 common shares subject to options exercisable within 60 days after March 20, 2008 and 240,208 common shares issuable upon exchange of Units. Includes 140,000 common shares pledged by the beneficial owners as security for loans, of which 110,000 are common shares issuable upon exchange of Units pledged by the beneficial owner as security for loans. |
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• | Provide competitive levels of compensation for executive officers, taking into account the size of our company and the compensation paid by members of a peer group consisting of a selected group of REITs in our market sectors. We refer to this objective as “competitive compensation.” | |
• | Create a compensation structure under which a meaningful portion of total compensation relates to the Trust’s actual performance, including long-term performance. We refer to this objective as “performance incentives.” | |
• | Encourage the aggregation and maintenance of meaningful equity ownership, and alignment of executive and shareholder interests, by providing compensation that ties the interests of executive officers to those of the Trust’s shareholders by linking a portion of executive compensation directly to increases in shareholder value. We refer to this objective as “stakeholder incentives.” | |
• | Provide compensation and benefits that will attract, motivate and retain superior talent over the long-term. We refer to this objective as “retention incentives.” |
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Type of Compensation | Objectives Addressed | |
Salary | Competitive Compensation | |
Bonus | Performance Incentives Competitive Compensation Retention Incentives | |
Long-Term Incentive Compensation — Restricted Share Awards and Options to Purchase Shares | Stakeholder Incentives Competitive Compensation Retention Incentives Performance Incentives |
Alexandria Real Estate Equities, Inc. | Franklin Street Properties Corp. | |
AMB Property Corporation | Highwoods Properties, Inc. | |
BioMed Realty Trust, Inc. | HRPT Properties Trust | |
Boston Properties, Inc. | Kilroy Realty Corporation | |
Brandywine Realty Trust | Mack-Cali Realty Corporation | |
Corporate Office Properties Trust | Maguire Properties, Inc. | |
Cousins Properties Incorporated | Parkway Properties, Inc. | |
DCT Industrial Trust | ProLogis | |
Douglas Emmett, Inc. | PS Business Parks, Inc. | |
Duke Realty Corporation | SL Green Realty Corp. | |
Eastgroup Properties, Inc. | Washington Real Estate Investment Trust | |
First Industrial Realty Trust, Inc. |
• | In general, salaries for certain named executive officers were below market. | |
• | In general, total cash compensation and total direct compensation were below market. | |
• | In general, the bonus and long-term incentive targets for named executive officers were below market. |
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Name | Salary* | |||
William P. Hankowsky | $ | 525,000 | ||
George J. Alburger, Jr. | $ | 400,000 | ||
Robert F. Fenza | $ | 370,000 | ||
James J. Bowes | $ | 325,000 | ||
Michael T. Hagan | $ | 320,000 |
* | Salary increases were approved on March 19, 2007, to be effective January 1, 2007. |
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Name | Amount | |||
William P. Hankowsky | $ | 496,912 | ||
George J. Alburger, Jr. | $ | 323,000 | ||
Robert E. Fenza | $ | 297,480 | ||
James J. Bowes | $ | 261,462 | ||
Michael T. Hagan | $ | 257,632 |
TSR Performance | LTI Award | |
25th Percentile of Peer Group | 50% of LTI Target | |
Median of Peer Group | 100% of LTI Target | |
75th Percentile of Peer Group | 150% of LTI Target |
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Shares | Options | |||||||||||||||
Name | Number | Value(a) | Number | Value(b) | ||||||||||||
William P. Hankowsky | 14,471 | $ | 451,500 | 44,792 | $ | 113,000 | ||||||||||
George J. Alburger, Jr. | 6,667 | $ | 208,000 | 20,635 | $ | 52,000 | ||||||||||
Robert E. Fenza | 6,166 | $ | 192,400 | 19,087 | $ | 48,100 | ||||||||||
James J. Bowes | 5,416 | $ | 169,000 | 16,766 | $ | 42,250 | ||||||||||
Michael T. Hagan | 5,333 | $ | 166,400 | 16,508 | $ | 41,600 |
(a) | Value based on the closing price of the common shares on the New York Stock Exchange on March 28, 2008 of $31.20. | |
(b) | Value based on a per option value of $2.52 arrived at a through a Black-Scholes analysis. See below for a description of the assumptions used in this analysis. |
• | 2007 annual salary; | |
• | 2007 annual bonus award (bonus paid in cash in 2008 in consideration of 2007 performance); and | |
• | Other compensation paid in 2007. |
Annual | All Other | |||||||||||||||
Name | Salary | Bonus(a) | Compensation(b) | Total | ||||||||||||
William P. Hankowsky | $ | 525,000 | $ | 496,912 | $ | 27,274 | $ | 1,049,186 | ||||||||
George J. Alburger, Jr. | $ | 400,000 | $ | 323,000 | $ | 1,933 | $ | 724,933 | ||||||||
Robert E. Fenza | $ | 370,000 | $ | 297,480 | $ | 1,933 | $ | 669,413 | ||||||||
James J. Bowes | $ | 325,000 | $ | 261,462 | $ | 1,933 | $ | 588,395 | ||||||||
Michael T. Hagan | $ | 320,000 | $ | 257,632 | $ | 1,933 | $ | 579,565 |
(a) | Consistent with a policy adopted by the Compensation Committee for all employees, our named executive officers have the option of taking common shares in lieu of a cash bonus awarded to them at the rate of shares equal to 120% of the cash value of the bonus or the portion thereof for which common shares are substituted, less applicable withholding tax. Messrs. Hankowsky, Alburger and Hagan exercised this option as to 50%, 100% and 100%, respectively, of their entire annual bonuses and were awarded 6,327, 8,749 and 6,978 common shares, respectively. |
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(b) | Includes (i) amounts paid by the Company to purchase term life insurance policies for the Messrs. Hankowsky, Alburger, Fenza, Bowes and Hagan as follows: $1,433, $1,433, $1,433, $1,433 and $1,433, respectively; (ii) $25,341 in payments made to provide a car service to Mr. Hankowsky from time to time and (iii) $500 paid to each named executive officer as a holiday bonus; this amount is paid to each employee of the Company. |
• | Share-based awards are to be approved annually by the Compensation Committee at a meeting set once the data required by the compensation formula is available, which generally occurs in the second half of March. | |
• | The annual share-based awards will not be made when the Compensation Committee is aware that executive officers or non-employee trustees are in possession of material, non-public information. | |
• | While share-based awards other than annual awards may be granted, such awards will not be made to executive officers if the Compensation Committee is aware that they are in possession of material, non-public information. | |
• | The Compensation Committee has established that options are granted only on the date the Compensation Committee meets to approve the grant and with an exercise price equal to the fair market value on the date of grant. | |
• | Backdating of options is prohibited. |
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• | Company common shares acquired by a covered officer, including unvested restricted share awards; | |
• | Units of limited partnership interest in Liberty Property Limited Partnership; and | |
• | Company common shares owned directly by a covered officer’s spouse or minor children who reside with the covered officer, or held in a trust established for estateand/or tax planning purposes that is revocable by the covered officerand/or his or her spouse. |
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Number of | Number of | |||||||||||
RSUs in | RSUs in | |||||||||||
Number of | First Portion/FFO | Second Portion/TSR | ||||||||||
Name | Options(1) | Portion(2) | Portion(3) | |||||||||
William P. Hankowsky | 166,667 | 13,462 | 13,462 | |||||||||
George J. Alburger, Jr. | 76,720 | 6,197 | 6,197 | |||||||||
Robert E. Fenza | 70,966 | 5,732 | 5,732 | |||||||||
James J. Bowes | 62,335 | 5,035 | 5,035 | |||||||||
Michael T. Hagan | 61,376 | 4,957 | 4,957 |
(1) | The options have an exercise price of $31.20, the closing price of the Common Shares on the New York Stock Exchange on March 28, 2008, the date of grant. | |
(2) | As described above, the RSUs constituting the First Portion are split into three equal pieces, corresponding to each of the three years in the relevant Award Period. One-third of the RSUs may be earned with respect each year in the Award Period, but will be payable to the participant at the end of the Award Period. | |
(3) | As described above, the RSUs constituting the Second Portion are eligible to be earned on the basis of TSR for the full Award Period. The determination of whether the Second Portion is earned and payable shall be made at the end of the Award Period. |
Non-Equity | ||||||||||||||||||||||||||||||||
Share | Option | Incentive Plan | All Other | |||||||||||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus | Awards(1) | Awards(2) | Compensation(3) | Compensation(4) | Total | ||||||||||||||||||||||||
William P. Hankowsky | 2007 | $ | 525,000 | $ | 500 | $ | 896,223 | $ | 105,412 | $ | 248,456 | $ | 170,570 | $ | 1,946,161 | |||||||||||||||||
President and Chief | 2006 | $ | 500,000 | $ | 500 | $ | 848,170 | $ | 117,162 | $ | — | $ | 171,675 | $ | 1,637,507 | |||||||||||||||||
Executive Officer | ||||||||||||||||||||||||||||||||
George J. Alburger, Jr. | 2007 | $ | 400,000 | $ | 500 | $ | 923,770 | $ | 83,232 | $ | — | $ | 92,669 | $ | 1,500,171 | |||||||||||||||||
Executive Vice President | 2006 | $ | 350,000 | $ | 500 | $ | 572,928 | $ | 56,337 | $ | — | $ | 94,706 | $ | 1,074,471 | |||||||||||||||||
and Chief Financial Officer | ||||||||||||||||||||||||||||||||
Robert E. Fenza | 2007 | $ | 370,000 | $ | 500 | $ | 229,714 | $ | 45,661 | $ | 297,480 | $ | 34,346 | $ | 977,701 | |||||||||||||||||
Executive Vice President | 2006 | $ | 355,000 | $ | 500 | $ | 320,631 | $ | 55,533 | $ | 70,610 | $ | 40,760 | $ | 843,034 | |||||||||||||||||
and Chief Operating Officer | ||||||||||||||||||||||||||||||||
James J. Bowes | 2007 | $ | 325,000 | $ | 500 | $ | 173,154 | $ | 38,852 | $ | 261,462 | $ | 27,442 | $ | 826,410 | |||||||||||||||||
General Counsel | 2006 | $ | 305,000 | $ | 500 | $ | 173,142 | $ | 45,181 | $ | 121,329 | $ | 30,929 | $ | 676,081 | |||||||||||||||||
Michael T. Hagan | 2007 | $ | 320,000 | $ | 500 | $ | 414,263 | $ | 22,609 | $ | — | $ | 21,251 | $ | 778,623 | |||||||||||||||||
Chief Investment Officer | 2006 | $ | 275,000 | $ | 500 | $ | 194,851 | $ | 21,881 | $ | — | $ | 14,914 | $ | 507,146 |
(1) | This column indicates the dollar amount recognized as compensation expense by the Trust for financial statement reporting purposes during 2007 and 2006 under SFAS 123(R) with respect to restricted shares granted to the named executive officer. Accordingly, it includes amounts from awards made during and prior to the referenced year. These amounts reflect the Company’s accounting expense for these awards and do not correspond to the actual amounts received by the named executive officers as compensation for the referenced year. |
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A portion of the amounts shown in this column reflects the elections by Messrs. Hankowsky, Alburger, Fenza and Hagan, consistent with a policy adopted by the Trust’s Compensation Committee with respect to employee annual performance non-equity incentive compensation, which we sometimes refer to as annual bonus, to receive common shares in lieu of cash for all or part of their annual bonus compensation for 2007 or 2006. By making such elections, these individuals received shares equal to 120% of the cash value of such bonus or portion thereof, less applicable withholding tax (the “Bonus Value”). Each executive received the number of common shares able to be purchased with the dollar amount of the Bonus Value based on the closing price of the common shares on the New York Stock Exchange on March 28, 2008 ($31.20) for bonuses included in 2007 compensation or March 19, 2007 ($49.74) for bonuses included in 2006 compensation. The dollar amounts of Bonus Value recognized in accordance with SFAS 123(R) during 2007 and 2006 are reflected under the Share Awards column. Pursuant to these elections, Messrs. Hankowsky, Alburger and Hagan were awarded 6,327, 8,749 and 6,978 common shares, respectively, as 2007 compensation and 3,920, 2,029 and 1,858 common shares, respectively, as 2006 compensation, and Mr. Fenza was awarded 1,029 shares as 2006 compensation. Dividends will be paid on the common shares issued pursuant to such awards. The contractual restrictions on sale related to such awards will expire on March 28, 2009 for the awards made as 2007 compensation and expired on March 19, 2008 for the awards made as 2006 compensation. | ||
(2) | This column indicates the dollar amounts recognized as compensation expense by the Trust for financial statement reporting purposes during 2007 and 2006 under SFAS 123(R) with respect to all options to purchase common shares granted to the named executive officer, regardless of the date of grant. Accordingly, it includes amounts from grants made during and prior to the referenced years. These amounts reflect the Company’s accounting expense for these awards in the referenced years and do not correspond to the actual amounts received by the named executive officers as compensation for that year. For information regarding the assumptions made in the valuations of these amounts, see Footnote 10 to the Trust’s financial statements for the year ended December 31, 2007 included in the Company’s Annual Report onForm 10-K for such year. | |
(3) | This column shows amounts of annual performance non-equity incentive compensation for 2007 and 2006 taken by the named executive officers in cash. | |
(4) | Consists of amounts paid by the Company to purchase term life insurance policies for the Messrs. Hankowsky, Alburger, Fenza, Bowes and Hagan as follows: $1,433, $1,433, $1,433, $1,433 and $1,433, respectively, for 2007 and $1,500, $1,500, $1,500, $1,500 and $1,436, respectively for 2006. Includes dividends paid on unrestricted shares to Messrs. Hankowsky, Alburger, Fenza, Bowes and Hagan as follows: $59,642, $31,601, $32,913, $26,010 and $19,819, respectively, for 2007 and $74,419, $37,169, $39,260, $29,429 and $13,478, respectively, for 2006. Includes unvested reinvested dividends paid on unvested restricted shares to Messrs. Hankowsky and Alburger as follows: $84,154 and $59,635, respectively, for 2007 and $79,074 and $56,037, respectively, for 2006. Includes $25,341 and $16,682 in payments made during 2007 and 2006, respectively, to provide a car service to Mr. Hankowsky from time to time. |
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All Other | All Other | |||||||||||||||||||||||||||||||
Stock | Option | Grant Date | ||||||||||||||||||||||||||||||
Awards: | Awards: | Exercise | Fair | |||||||||||||||||||||||||||||
Number of | Number of | or Base | Value of | |||||||||||||||||||||||||||||
Estimated Possible Payouts | Shares of | Securities | Price of | Share and | ||||||||||||||||||||||||||||
Under Non-Equity Incentive Plan Awards(2) | Stock or | Underlying | Option | Option | ||||||||||||||||||||||||||||
Name | Grant Date(1) | Threshold | Target | Maximum | Units(3) | Options(4) | Awards | Awards(5) | ||||||||||||||||||||||||
William P. Hankowsky | N/A | — | $ | 551,250 | $ | 826,875 | — | — | — | — | ||||||||||||||||||||||
3/19/2007 | — | — | — | 8,645 | — | — | $ | 430,000 | ||||||||||||||||||||||||
3/19/2007 | — | — | — | — | 18,926 | $ | 49.74 | $ | 107,500 | |||||||||||||||||||||||
George J. Alburger, Jr. | N/A | — | $ | 340,000 | $ | 510,000 | — | — | — | — | ||||||||||||||||||||||
3/19/2007 | — | — | — | 3,659 | — | — | $ | 182,000 | ||||||||||||||||||||||||
3/19/2007 | — | — | — | — | 8,011 | $ | 49.74 | $ | 45,500 | |||||||||||||||||||||||
Robert E. Fenza | N/A | — | $ | 314,500 | $ | 471,750 | — | — | — | — | ||||||||||||||||||||||
3/19/2007 | — | — | — | 3,711 | — | — | $ | 184,600 | ||||||||||||||||||||||||
3/19/2007 | — | — | — | — | 8,125 | $ | 49.74 | $ | 46,150 | |||||||||||||||||||||||
James J. Bowes | N/A | — | $ | 276,250 | $ | 414,375 | — | — | — | — | ||||||||||||||||||||||
3/19/2007 | — | — | — | 3,189 | — | — | $ | 158,600 | ||||||||||||||||||||||||
3/19/2007 | — | — | — | — | 6,981 | $ | 49.74 | $ | 39,650 | |||||||||||||||||||||||
Michael T. Hagan | N/A | — | $ | 272,000 | $ | 408,000 | — | — | — | — | ||||||||||||||||||||||
3/19/2007 | — | — | — | 2,875 | — | — | $ | 143,000 | ||||||||||||||||||||||||
3/19/2007 | — | — | — | — | 6,294 | $ | 49.74 | $ | 35,750 | |||||||||||||||||||||||
(1) | March 19, 2007 represents (a) the date on which our Board set the range of potential annual bonus awards for 2007 performance by Named Executive Officers, and (b) the date on which it made grants of restricted shares that comprised the Long-Term Incentive (“LTI”) payment earned by the named executive officers in 2006. These restricted shares awards were determined in reference to the range of potential LTI payments for 2006 performance established by the Board at its March 19, 2007 meeting. At the March 19, 2007 meeting, the Board also established the range of potential LTI payments for 2007 performance. Ultimately, as discussed in Compensation Discuss and Analysis, no grants of restricted shares were made for 2007 performance. | |
(2) | This award reflects the range of potential annual bonus available to be earned by the named executive officer for 2007. The actual amounts earned for 2007 pursuant to the annual bonus program are set forth in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation” (or, where the Named Executive chose to take all or a portion of his annual bonus in the form of restricted shares, under “Share Awards”), and are also set forth in the table below. Each named executive officer’s annual bonus is a function of salary, with each named executive officer able to earn a specified percentage of his salary (105% for chief executive officer and 85% for chief operating officer, chief financial officer, chief investment officer and chief legal officer). The base amount of the bonus was then subject to a multiplier calculated in accordance with the three-part formula discussed under “Compensation Discussion and Analysis — Annual Bonus Program.” | |
The dollar amounts of the actual awards under the annual bonus program for 2007 performance, determined by the Compensation Committee at its March 28, 2008 meeting, were as follows: |
Name | Dollar Value(a) | |||
William P. Hankowsky | $ | 496,912 | ||
George J. Alburger, Jr. | $ | 323,000 | ||
Robert E. Fenza | $ | 297,480 | ||
James J. Bowes | $ | 261,462 | ||
Michael T. Hagan | $ | 257,632 |
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(a) | See footnote (1) to the Summary Compensation Table for a discussion of the election by some of the Named Executive Officers to receive common shares in lieu of cash for all or part of their annual bonus compensation for 2007. |
(3) | This column shows the restricted share component of the LTI payment made on March 19, 2007 related to 2006 performance. The shares will vest ratably over a five-year period. | |
(4) | This column shows the share option component of the LTI payment made on March 19, 2007 related to 2006 performance. The options will vest 20% on the first anniversary of the date of grant, 50% on the second anniversary and 100% on the third anniversary. | |
(5) | The value of the restricted share awards was based on the closing price of the common shares on the New York Stock Exchange on March 19, 2007 of $49.74. The value of the share options reflects a per option value of $5.68 arrived at a through a Black-Scholes analysis. The assumptions used in this analysis were as follows: |
• | 5 year expected life | |
• | 0.183 expected volatility | |
• | 4.47% risk free interest rate | |
• | 5.16% dividend yield |
Share Awards | ||||||||||||||||||||||||||||||||||||
Equity | ||||||||||||||||||||||||||||||||||||
Incentive | ||||||||||||||||||||||||||||||||||||
Equity | Plan | |||||||||||||||||||||||||||||||||||
Option Awards | Incentive | Awards: | ||||||||||||||||||||||||||||||||||
Equity | Plan | Market or | ||||||||||||||||||||||||||||||||||
Incentive | Awards: | Payout | ||||||||||||||||||||||||||||||||||
Plan | Market | Number of | Value of | |||||||||||||||||||||||||||||||||
Awards: | Value of | Unearned | Unearned | |||||||||||||||||||||||||||||||||
Number of | Number of | Shares or | Shares, | Shares, | ||||||||||||||||||||||||||||||||
Securities | Shares or | Units of | Units or | Units or | ||||||||||||||||||||||||||||||||
Number of | Underlying | Units of | Shares | Other | Other | |||||||||||||||||||||||||||||||
Securities Underlying | Unexercised | Option | Option | Shares That | That | Rights That | Rights That | |||||||||||||||||||||||||||||
Unexercised Options | Unearned | Exercise | Expiration | Have Not | Have Not | Have Not | Have Not | |||||||||||||||||||||||||||||
Name | Exercisable | Unexercisable | Options | Price | Date | Vested | Vested(1) | Vested | Vested(1) | |||||||||||||||||||||||||||
William P. Hankowsky | 50,000 | — | — | $ | 27.875 | 1/2/2011 | — | — | — | — | ||||||||||||||||||||||||||
100,362 | — | — | $ | 30.10 | 2/28/2012 | — | — | — | — | |||||||||||||||||||||||||||
34,909 | — | — | $ | 31.22 | 2/28/2013 | — | — | — | — | |||||||||||||||||||||||||||
49,172 | — | — | $ | 43.45 | 3/16/2014 | — | — | — | — | |||||||||||||||||||||||||||
15,275 | 15,275 | (2) | — | $ | 40.35 | 3/16/2015 | — | — | — | — | ||||||||||||||||||||||||||
2,996 | 11,986 | (3) | — | $ | 48.54 | 3/16/2016 | — | — | — | — | ||||||||||||||||||||||||||
— | 18,926 | (4) | — | $ | 49.74 | 3/19/2017 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 68,026 | (5) | $ | 1,959,829 | — | — | ||||||||||||||||||||||||||
George J. Alburger, Jr. | 96,000 | — | — | $ | 21.875 | 2/26/2009 | — | — | ||||||||||||||||||||||||||||
128,040 | — | — | $ | 22.6875 | 2/29/2010 | — | — | — | — | |||||||||||||||||||||||||||
51,674 | — | — | $ | 26.77 | 3/16/2011 | — | — | — | — | |||||||||||||||||||||||||||
100,362 | — | — | $ | 30.10 | 2/28/2012 | — | — | — | — | |||||||||||||||||||||||||||
25,649 | — | — | $ | 31.22 | 2/28/2013 | — | — | — | — | |||||||||||||||||||||||||||
22,083 | — | — | $ | 43.45 | 3/16/2014 | — | — | — | — | |||||||||||||||||||||||||||
6,295 | 6,295 | (2) | — | $ | 40.35 | 3/16/2015 | — | — | — | — | ||||||||||||||||||||||||||
1,254 | 5,015 | (3) | — | $ | 48.54 | 3/16/2016 | — | — | ||||||||||||||||||||||||||||
— | 8,011 | (4) | — | $ | 49.74 | 3/19/2017 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 40,194 | (6) | $ | 1,157,989 | — | — |
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Share Awards | ||||||||||||||||||||||||||||||||||||
Equity | ||||||||||||||||||||||||||||||||||||
Incentive | ||||||||||||||||||||||||||||||||||||
Equity | Plan | |||||||||||||||||||||||||||||||||||
Option Awards | Incentive | Awards: | ||||||||||||||||||||||||||||||||||
Equity | Plan | Market or | ||||||||||||||||||||||||||||||||||
Incentive | Awards: | Payout | ||||||||||||||||||||||||||||||||||
Plan | Market | Number of | Value of | |||||||||||||||||||||||||||||||||
Awards: | Value of | Unearned | Unearned | |||||||||||||||||||||||||||||||||
Number of | Number of | Shares or | Shares, | Shares, | ||||||||||||||||||||||||||||||||
Securities | Shares or | Units of | Units or | Units or | ||||||||||||||||||||||||||||||||
Number of | Underlying | Units of | Shares | Other | Other | |||||||||||||||||||||||||||||||
Securities Underlying | Unexercised | Option | Option | Shares That | That | Rights That | Rights That | |||||||||||||||||||||||||||||
Unexercised Options | Unearned | Exercise | Expiration | Have Not | Have Not | Have Not | Have Not | |||||||||||||||||||||||||||||
Name | Exercisable | Unexercisable | Options | Price | Date | Vested | Vested(1) | Vested | Vested(1) | |||||||||||||||||||||||||||
Robert E. Fenza | 107,649 | — | — | $ | 30.10 | 2/28/2012 | — | — | — | — | ||||||||||||||||||||||||||
27,768 | — | — | $ | 31.22 | 2/28/2013 | — | — | — | — | |||||||||||||||||||||||||||
23,603 | — | — | $ | 43.45 | 3/16/2014 | — | — | — | — | |||||||||||||||||||||||||||
6,449 | 6,450 | (2) | — | $ | 40.35 | 3/16/2015 | — | — | — | — | ||||||||||||||||||||||||||
1,285 | 5,138 | (3) | — | $ | 48.54 | 3/16/2016 | — | — | — | — | ||||||||||||||||||||||||||
— | 8,125 | (4) | — | $ | 49.74 | 3/19/2017 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 14,867 | (7) | $ | 428,318 | — | — | ||||||||||||||||||||||||||
James J. Bowes | 2,000 | — | — | $ | 21.875 | 2/26/2009 | — | — | — | — | ||||||||||||||||||||||||||
90,695 | — | — | $ | 22.6875 | 2/29/2010 | — | — | — | — | |||||||||||||||||||||||||||
19,085 | — | — | $ | 26.77 | 3/16/2011 | — | — | — | — | |||||||||||||||||||||||||||
83,333 | — | — | $ | 30.10 | 2/28/2012 | — | — | — | — | |||||||||||||||||||||||||||
16,119 | — | — | $ | 31.22 | 2/28/2013 | — | — | — | — | |||||||||||||||||||||||||||
19,371 | — | — | $ | 43.45 | 3/16/2014 | — | — | — | — | |||||||||||||||||||||||||||
5,522 | 5,522 | (2) | — | $ | 40.35 | 3/16/2015 | — | — | — | — | ||||||||||||||||||||||||||
1,100 | 4,399 | (3) | — | $ | 48.54 | 3/16/2016 | — | — | — | — | ||||||||||||||||||||||||||
— | 6,981 | (4) | — | $ | 49.74 | 3/19/2017 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 11,082 | (8) | $ | 319,272 | — | — | ||||||||||||||||||||||||||
Michael T. Hagan | 8,940 | — | — | $ | 43.45 | 3/16/2014 | — | — | — | — | ||||||||||||||||||||||||||
2,535 | 2,536 | (2) | — | $ | 40.35 | 3/16/2015 | — | — | — | — | ||||||||||||||||||||||||||
783 | 3,134 | (3) | — | $ | 48.54 | 3/16/2016 | — | — | — | — | ||||||||||||||||||||||||||
— | 6,294 | (4) | — | $ | 49.74 | 3/19/2017 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 10,639 | (9) | $ | 306,510 | — | — |
(1) | Value is calculated by multiplying the number of shares subject to vesting by $28.81, the closing price of the common shares on the New York Stock Exchange on December 31, 2007. | |
(2) | Represents options granted on March 16, 2005 with respect to the fiscal year ended December 31, 2004. Such options became exercisable up to 20% after the first year and 50% after two years, and will become exercisable 100% after three years. | |
(3) | Represents options granted on March 16, 2006 with respect to the fiscal year ended December 31, 2005. Such options became exercisable up to 20% after the first year, and will become exercisable 50% after two years and 100% after three years. | |
(4) | Represents options granted on March 19, 2007 with respect to the fiscal year ended December 31, 2006. Such options will become exercisable up to 20% after the first year, 50% after two years and 100% after three years. | |
(5) | These shares will vest as follows: |
• | 3,139 shares on February 28, 2008 (a 20% portion of the annual grant of 15,695 shares made on February 28, 2003); | |
• | 6,234 shares on March 16, 2008 and 6,235 on March 16, 2009 (consisting of 20% portions of annual grants of 13,671, 11,145 and 6,358 shares made, respectively, on March 16, 2004, 2005 and 2006); | |
• | 3,500 shares on March 16, 2010 (consisting of 20% portions of annual grants of 11,145 and 6,358 shares made, respectively, on March 16, 2005 and 2006); | |
• | 1,274 shares on March 16, 2011 (a 20% portion of the annual grant of 6,358 shares made on March 16, 2006); | |
• | 1,729 shares on each of March 19, 2008, 2009, 2010, 2011 and 2012 (consisting of 20% portions of annual grant of 8,645 shares made on March 19, 2007); and |
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• | 3,920 shares on March 19, 2008 (shares granted on March 19, 2007 pursuant to the Trust’s bonus program, under which the executive can elect to receive restricted common shares, subject to a one year vesting period, in lieu of a portion of his annual bonus). |
The remaining 35,079 shares will vest on March 17, 2013 (Mr. Hankowsky’s sixty-second (62nd) birthday). These shares consist of 30,000 shares granted to Mr. Hankowsky on March 7, 2005 under the Share Incentive Plan, as well as dividends of an aggregate of 5,079 shares paid in connection with the Trust’s quarterly dividends to shareholders since the date of grant. The purpose of the award was to design an incentive that would enhance the ability of the Trust to retain the services of Mr. Hankowsky. The restrictions on these shares will lapse as to all such shares on Mr. Hankowsky’s sixty-second (62nd) birthday, provided that Mr. Hankowsky continues to be employed by, or is in the service of, the Trust as of such date. The shares will also vest upon Mr. Hankowsky’s death or Disability (as defined in the Share Incentive Plan), should either occur prior to the date described in the preceding sentence. Dividends are paid on the full amount of the shares, without regard to vesting, from the date of grant, and are automatically reinvested, through the Trust’s Dividend Reinvestment and Share Purchase Plan, in common shares, which are subject to the restrictions described above. | ||
(6) | These shares will vest as follows: |
• | 2,307 shares on February 28, 2008 (a 20% portion of the annual grant of 11,531 shares made on February 28, 2003); | |
• | 2,678 shares on March 16, 2008 and 2,677 shares on March 16, 2009 (consisting of 20% portions of annual grants of 6,139, 4,593 and 2,661 shares made, respectively, on March 16, 2004, 2005 and 2006); | |
• | 1,453 shares on March 16, 2010 (consisting of 20% portions of annual grants of 4,593 and 2,661 shares made, respectively, on March 16, 2005 and 2006); | |
• | 533 shares on March 16, 2011 (a 20% portion of the annual grant of 2,661 shares made on March 16, 2006); | |
• | 731 shares on each of March 19, 2008, 2009, 2010 and 2011 and 735 shares on March 19, 2012 (consisting of 20% portions of annual grant of 3,659 shares made on March 19, 2007); and | |
• | 2,029 shares on March 19, 2008 (shares granted on March 19, 2007 pursuant to the Trust’s bonus program, under which the executive can elect to receive restricted common shares, subject to a one year vesting period, in lieu of a portion of his annual bonus). |
The remaining 24,858 shares will vest on April 27, 2009 (Mr. Alburger’s sixty-second (62nd) birthday). These shares consist of 20,000 shares granted to Mr. Alburger on March 7, 2005 under the Share Incentive Plan, as well as dividends of an aggregate of 4,858 shares paid in connection with the Trust’s quarterly dividends to shareholders since the date of grant. The purpose of the award was to design an incentive that would enhance the ability of the Trust to retain the services of Mr. Alburger. The restrictions on these shares will lapse as to all such shares on Mr. Alburger’s sixty-second (62nd) birthday, provided that Mr. Alburger continues to be employed by, or is in the service of, the Trust as of such date. The shares will also vest upon Mr. Alburger’s death or Disability (as defined in the Share Incentive Plan), should either occur prior to the date described in the preceding sentence. Dividends are paid on the full amount of the shares, without regard to vesting, from the date of grant, and are automatically reinvested, through the Trust’s Dividend Reinvestment and Share Purchase Plan, in common shares, which are subject to the restrictions described above. | ||
(7) | These shares will vest as follows: |
• | 2,496 shares on February 28, 2008 (a 20% portion of the annual grant of 12,484 shares made on February 28, 2003); | |
• | 2,798 shares on March 16, 2008 and 2,800 shares on March 16, 2009 (consisting of 20% portions of annual grants of 6,562, 4,706 and 2,726 shares made, respectively, on March 16, 2004, 2005 and 2006); | |
• | 1,487 shares on March 16, 2010 (consisting of 20% portions of annual grants of 4,706 and 2,726 shares made, respectively, on March 16, 2005 and 2006); | |
• | 546 shares on March 16, 2011 (a 20% portion of the annual grant of 2,726 shares made on March 16, 2006); |
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Table of Contents
• | 742 shares on each of March 19, 2008, 2009, 2010 and 2011 and 743 shares on March 19, 2012 (consisting of 20% portions of annual grant of 3,711 shares made on March 19, 2007); and | |
• | 1,029 shares on March 19, 2008 (shares granted on March 19, 2007 pursuant to the Trust’s bonus program, under which the executive can elect to receive restricted common shares, subject to a one year vesting period, in lieu of a portion of his annual bonus). |
(8) | These shares will vest as follows: |
• | 1,451 shares on February 28, 2008 (a 20% portion of the annual grant of 7,247 shares made on February 28, 2003); | |
• | 2,348 shares on March 16, 2008 and 2,349 shares on March 16, 2009 (consisting of 20% portions of annual grants of 5,386, 4,029 and 2,334 shares made, respectively, on March 16, 2004, 2005 and 2006); | |
• | 1,275 shares on March 16, 2010 (consisting of 20% portions of annual grants of 4,029 and 2,334 shares made, respectively, on March 16, 2005 and 2006); | |
• | 470 shares on March 16, 2011 (a 20% portion of the annual grant of 2,334 shares made on March 16, 2006); and | |
• | 637 shares on each of March 19, 2008, 2009, 2010 and 2011 and 641 shares on March 19, 2012 (consisting of 20% portions of annual grant of 3,189 shares made on March 19, 2007). |
(9) | These shares will vest as follows: |
• | 461 shares on February 28, 2008 (a 20% portion of the annual grant of 2,289 shares made on February 28, 2003); | |
• | 1,199 shares on March 16, 2008 and 1,200 shares on March 16, 2009 (consisting of 20% portions of annual grants of 2,486, 1,850 and 1,662 shares made, respectively, on March 16, 2004, 2005 and 2006); | |
• | 702 shares on March 16, 2010 (consisting of 20% portions of annual grants of 1,850 and 1,662 shares made, respectively, on March 16, 2005 and 2006); | |
• | 334 shares on March 16, 2011 (a 20% portion of the annual grant of 1,662 shares made on March 16, 2006); | |
• | 977 shares on each of March 19, 2008, 2009, 2010, 2011 and 2012 (consisting of 20% portions of annual grant of 2,875 shares made on March 19, 2007 and a special grant of 2,010 shares, also made on March 19, 2007, in recognition of the accomplishment of the Company’s acquisition and disposition goals); and | |
• | 1,858 shares on March 19, 2008 (shares granted on March 19, 2007 pursuant to the Trust’s bonus program, under which the executive can elect to receive restricted common shares, subject to a one year vesting period, in lieu of a portion of his annual bonus). |
Option Awards | Share Awards | |||||||||||||||
Number of | Number of | |||||||||||||||
Shares | Shares | |||||||||||||||
Acquired on | Value Realized | Acquired on | Value Realized | |||||||||||||
Name | Exercise | on Exercise | Vesting | on Vesting | ||||||||||||
William P. Hankowsky | — | — | 16,312 | $ | 816,160 | |||||||||||
George J. Alburger, Jr. | 42,806 | $ | 1,038,045 | 9,607 | $ | 482,276 | ||||||||||
Robert E. Fenza | 110,451 | $ | 2,437,370 | 6,612 | $ | 334,220 | ||||||||||
James J. Bowes | 37,500 | $ | 1,077,562 | 4,819 | $ | 243,076 | ||||||||||
Michael T. Hagan | — | — | 3,778 | $ | 188,110 |
24
Table of Contents
Number of | ||||||||||||
Securities Remaining | ||||||||||||
Available for | ||||||||||||
Future Issuance | ||||||||||||
Number of | Under Equity | |||||||||||
Securities to | Compensation Plans | |||||||||||
be Issued | Weighted-Average Exercise | (Excluding Securities | ||||||||||
Upon Exercise | Price of | Reflected in | ||||||||||
of Outstanding | Outstanding Options, | Column 1 | ||||||||||
Options, Warrants | Warrants and | of this | ||||||||||
Plan Category | and Rights(1) | Rights | table)(1) | |||||||||
Equity Compensation Plans Approved by Security Holders | 2,416,236 | $ | 33.67 | 2,738,176 | ||||||||
Equity Compensation Plans Not Approved by Security Holders | — | — | — | |||||||||
Total | 2,416,236 | $ | 33.67 | 2,738,176 | ||||||||
(1) | Does not reflect restricted shares and options awarded in 2008 with respect to the fiscal year ended December 31, 2007. Taking into account restricted shares and options subject to awards under the 2008 Plan made on March 28, 2008 the numbers listed above would be as follows: 3,074,213 (number of shares to be issued); $33.14 (weighted-average price); and 1,929,440 (number of securities remaining available). |
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Table of Contents
• | non-equity incentive compensation earned during the fiscal year; | |
• | unused vacation pay |
Minimum Years | ||||||
Age | of Service to Trust | Amount to Vest | ||||
55-56 | 10 | Options and restricted shares that would have vested in accordance with their terms during the12month period after the named executive officer’s retirement shall vest as of the date of retirement | ||||
57-58 | 8 | Options and restricted shares that would have vested in accordance with their terms during the24month period after the named executive officer’s retirement shall vest as of the date of retirement | ||||
59-60 | 6 | Options that would have vested in accordance with their terms during the24 month period after the named executive officer’s retirement shall vest as of the date of retirement; restricted shares that would have vested in accordance with their terms during the36 month period after the named executive officer’s retirement shall vest as of the date of retirement | ||||
61-62 | 4 | Options and restricted shares that would have vested in accordance with their terms during the48month period after the named executive officer’s retirement shall vest as of the date of retirement | ||||
63-64 | 2 | Options and restricted shares that would have vested in accordance with their terms during the60month period after the named executive officer’s retirement shall vest as of the date of retirement | ||||
65 or more | — | Alloptions and restricted shares not vested at the date of retirement shall vest as of the date of retirement |
Years | ||||||||
Name | Age | of Service | ||||||
William P. Hankowsky | 56 | 7 | ||||||
George J. Alburger, Jr. | 60 | 12+ | ||||||
Robert E. Fenza | 50 | 23+ | ||||||
James J. Bowes | 54 | 11+ | ||||||
Michael T. Hagan | 50 | 18+ |
26
Table of Contents
• | the named executive officer will receive: |
• | a lump sum severance payment of 2.99 times the sum of the executive’s current annual base salary plus the largest annual performance bonus paid to him over the previous five years; | |
• | a lump sum amount representing a pro rata portion, through the date of termination, of unpaid performance bonus for the year in which the termination occurs, assuming achievement of the target level of the performance goals; | |
• | a lump sum amount equal to the Trust’s maximum contribution under the 401(k) plan for a period of three years, including the year in which termination occurs; | |
• | an amount equal to the excise tax charged to the named executive officer as a result of the receipt of anychange-of-control payments; and |
• | continuation of employee group benefits coverage for a period of three years after the date of termination. | |
• | all options and restricted shares held by the executive, as well as contributions previously made by the Trust to the individual’s account under the 401(k) plan, will automatically vest |
27
Table of Contents
Termination | Termination Within | |||||||||||||||
by Trust Not | Death or | Two Years Following | ||||||||||||||
For Cause | Retirement | Disability | a Change of Control | |||||||||||||
Cash Severance | $ | 666,696 | — | $ | 666,696 | $ | 3,104,305 | |||||||||
Value of Accelerated Share-Based Awards | — | — | 1,959,829 | 1,959,829 | ||||||||||||
Excise TaxGross-Up | — | — | — | 1,522,141 | ||||||||||||
Total | $ | 666,696 | — | $ | 2,626,525 | $ | 6,586,275 | |||||||||
Termination | Termination Within | |||||||||||||||
by Trust Not | Death or | Two Years Following | ||||||||||||||
For Cause | Retirement | Disability | a Change of Control | |||||||||||||
Cash Severance | $ | 635,458 | — | $ | 635,458 | $ | 2,120,858 | |||||||||
Value of Accelerated Share-Based Awards | — | $ | 1,100,427 | 1,157,989 | 1,157,989 | |||||||||||
Excise TaxGross-Up | — | — | — | — | ||||||||||||
Total | $ | 635,458 | $ | 1,100,427 | $ | 1,793,447 | $ | 3,278,847 | ||||||||
Termination | Termination Within | |||||||||||||||
by Trust Not | Death or | Two Years Following | ||||||||||||||
For Cause | Retirement | Disability | a Change of Control | |||||||||||||
Cash Severance | $ | 676,226 | — | $ | 676,226 | $ | 2,134,253 | |||||||||
Value of Accelerated Share-Based Awards | — | — | 428,318 | 428,318 | ||||||||||||
Excise TaxGross-Up | — | — | — | — | ||||||||||||
Total | $ | 676,226 | — | $ | 1,104,544 | $ | 2,562,571 | |||||||||
Termination | Termination Within | |||||||||||||||
by Trust Not | Death or | Two Years Following | ||||||||||||||
For Cause | Retirement | Disability | a Change of Control | |||||||||||||
Cash Severance | $ | 433,007 | — | $ | 433,007 | $ | 1,802,309 | |||||||||
Value of Accelerated Share-Based Awards | — | — | 319,272 | 319,272 | ||||||||||||
Excise TaxGross-Up | — | — | — | — | ||||||||||||
Total | $ | 433,007 | — | $ | 752,279 | $ | 2,121,581 | |||||||||
28
Table of Contents
Termination | Termination Within | |||||||||||||||
by Trust Not | Death or | Two Years Following | ||||||||||||||
For Cause | Retirement | Disability | a Change of Control | |||||||||||||
Cash Severance | $ | 523,167 | — | $ | 523,167 | $ | 1,775,908 | |||||||||
Value of Accelerated Share-Based Awards | — | — | 306,510 | 306,510 | ||||||||||||
Excise TaxGross-Up | — | — | — | — | ||||||||||||
Total | $ | 523,167 | — | $ | 829,677 | $ | 2,082,418 | |||||||||
Fees | ||||||||||||||||||||
Earned | ||||||||||||||||||||
or Paid | Share | Option | All Other | |||||||||||||||||
Name | in Cash | Awards(1)(2) | Awards(1)(2) | Compensation | Total | |||||||||||||||
Frederick F. Buchholz | $ | 48,000 | $ | 34,500 | $ | 22,365 | — | $ | 104,865 | |||||||||||
Thomas C. DeLoach, Jr. | $ | 56,500 | $ | 34,500 | $ | 22,365 | — | $ | 113,365 | |||||||||||
Daniel P. Garton | $ | 34,500 | $ | 34,500 | $ | 22,365 | — | $ | 91,365 | |||||||||||
J. Anthony Hayden | $ | 42,000 | $ | 34,500 | $ | 22,365 | — | $ | 98,865 | |||||||||||
M. Leanne Lachman | $ | 52,500 | $ | 34,500 | $ | 22,365 | — | $ | 109,365 | |||||||||||
David L. Lingerfelt | $ | 32,000 | $ | 34,500 | $ | 22,365 | — | $ | 88,865 | |||||||||||
Jose A. Mejia | $ | 43,500 | $ | 34,500 | $ | 17,428 | — | $ | 95,428 | |||||||||||
John A. Miller | $ | 47,000 | $ | 34,500 | $ | 22,365 | — | $ | 103,865 | |||||||||||
Stephen B. Siegel | $ | 39,000 | $ | 34,500 | $ | 22,365 | — | $ | 95,865 |
(1) | The aggregate numbers of shares and shares issuable upon the exercise of options to purchase shares for the trustees outstanding as of December 31, 2007 are as follows: Mr. Buchholz (28,494 shares; options to purchase 40,000 shares); Mr. DeLoach (37,803 shares; options to purchase 17,500 shares); Mr. Garton (3,402 shares; options to purchase 30,000 shares); Mr. Hayden (77,768 shares; options to purchase 50,000 shares); Ms. Lachman (36,506 shares; options to purchase 35,000 shares); Mr. Lingerfelt (8,850 shares; options to purchase 50,000 shares); Mr. Mejia (1,405 shares; options to purchase 15,000 shares); Mr. Miller (19,948 shares; options to purchase 50,000 shares); and Mr. Siegel (31,813 shares; options to purchase 16,500 shares). | |
(2) | The grant date fair values of the shares awards and option awards made to each of the non-employee trustees in 2007 were $49.74 and $5.33, respectively. |
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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AND NOMINATING COMMITTEE
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Malvern, Pennsylvania 19355
SEE REVERSE | ||
SIDE |
Proxy Materials for the Annual Meeting of Shareholders to be Held on May 15, 2008
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1. | Election of four Class II trustees to hold office until 2011. |
Nominees: | (01)Frederick F. Buchholz, (02)Thomas C. DeLoach, Jr., (03)Daniel P. Gartonand (04)Stephen B. Siegel | |||
FOR | WITHHELD | |||
o | o |
FOR ALL NOMINEES, EXCEPT AS NOTED ABOVE. |
2. | Approval of the proposal to ratify the selection of Ernst & Young LLP as the Trust’s independent registered public accounting firm for 2008. |
FOR | AGAINST | ABSTAIN | ||||||
o | o | o | ||||||
MARK HERE | ||||||||
FOR ADDRESSo | ||||||||
CHANGE AND | ||||||||
NOTE AT LEFT |
The undersigned hereby acknowledges receipt of the notice of annual meeting, the proxy statement furnished in connection therewith and the annual report to shareholders and hereby ratifies all that the said attorneys and proxies may do by virtue hereof. | ||||
NOTE: Please mark, date and sign this proxy card and return it in the enclosed envelope. Please sign as your name appears hereon. If shares are registered in more than one name, all owners should sign. If signing in a fiduciary or representative capacity, please give full title and attach evidence of authority. Corporations please sign with full corporate name by a duly authorized officer and affix corporate seal. |
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