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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement Confidential, for Use of the
Commission Only (as permitted by
X Definitive Proxy Statement Rule 14a-6(e)(2))
Definitive Additional Materials
Soliciting Material Under Rule 14a-12
CAMDEN PROPERTY TRUST
(Name of Registrant as Specified in Its Charter)
Not Applicable
------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) 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:__________________________________
4) Proposed maximum aggregate value of transaction:_____________________
5) Total fee paid:______________________________________________________
Fee paid previously with preliminary materials.
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:__________________________________________________________
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CAMDEN PROPERTY TRUST
3 Greenway Plaza, Suite 1300
Houston, Texas 77046
--------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Date: May 15, 2001
Time: 10:00 a.m., central time
Place: Westin Galleria Hotel
5060 West Alabama
Houston, Texas
Matters to be voted on:
1. Election of eight trust managers to hold office for a one-year term;
2. Ratification of the appointment of Deloitte & Touche LLP as our independent
auditors for 2001; and
3. Any other matter that may properly come before the meeting.
The Board of Trust Managers recommends that you vote in favor of the election of
trust managers and the appointment of Deloitte & Touche LLP as our independent
auditors for 2001.
Shareholders who are holders of record of common shares at the close of business
on March 22, 2001 will be entitled to vote at the annual meeting.
Please read the attached proxy statement and the voting instructions on the
proxy card and then vote by filling out, signing and dating the proxy card and
returning it in the enclosed postage pre-paid envelope or by facsimile to (713)
354-2710. If you attend the annual meeting, you may revoke your proxy and vote
your shares in person. Please contact our investor relations department at
1-800-9Camden, or in Houston at (713) 354-2500, if you have any questions.
By Order of the Board of Trust Managers,
G. Steven Dawson
Chief Financial Officer, Senior Vice
President-Finance and Secretary
Houston, Texas
March 30, 2001
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TABLE OF CONTENTS
THE ANNUAL MEETING.............................................................1
BOARD OF TRUST MANAGERS........................................................2
Election of Trust Managers..................................................2
Required Vote...............................................................4
Board Meetings..............................................................4
Committees of the Board of Trust Managers...................................4
Board Compensation..........................................................5
EXECUTIVE OFFICERS.............................................................5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.................6
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.......................8
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................................8
COMPENSATION COMMITTEE REPORT ON EXECUTIVE OFFICER COMPENSATION................9
COMPENSATION OF EXECUTIVE OFFICERS............................................12
Employment Agreements......................................................13
Compensation Committee Interlocks and Insider Participation................13
PERFORMANCE GRAPH.............................................................14
AUDIT COMMITTEE REPORT........................................................15
SELECTION OF INDEPENDENT AUDITORS.............................................15
Required Vote..............................................................15
Audit Fees.................................................................15
All Other Fees.............................................................15
SHAREHOLDER PROPOSALS.........................................................16
ANNUAL REPORTS................................................................16
ANNEX A - Audit Committee of the Board of Trust Managers Charter.............A-1
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THE ANNUAL MEETING
The Board of Trust Managers is soliciting proxies to be used at the
annual meeting. This proxy statement and form of proxy are first being sent to
shareholders on March 30, 2001.
The following is important information regarding the annual meeting.
Q: What may I vote on?
A: At the annual meeting, you will be voting on two proposals. Item numbers
refer to the numbers on the proxy card.
Item 1: Election of eight trust managers to hold office for a one-year
term.
Item 2: Ratification of the appointment of Deloitte & Touche LLP as our
independent auditors for 2001.
Q: How does the board recommend that I vote?
A: The board of trust managers recommends that you vote in favor of the
election of trust managers and the appointment of Deloitte & Touche LLP
as our independent auditors for 2001.
Q: Who is entitled to vote?
A: All shareholders of record on the close of business on March 22, 2001
are entitled to vote at the annual meeting. On March 22, 2001, we had
38,114,613 common shares outstanding. Each share is entitled to one vote.
Q: How do I vote?
A: To cast your vote, please complete, date, sign and mail the proxy card
in the enclosed postage pre-paid envelope or fax it to (713) 354-2710.
By voting, you will authorize the individuals named on the proxy card,
referred to as proxies, to vote your shares according to your
instructions. You may specify on the proxy whether your shares should be
voted for all, some or none of the nominees for trust manager. You may
also specify whether you approve, disapprove or abstain from voting on
the other proposals.
If you do not indicate how you wish to vote for one or more of the
nominees for trust manager in Item 1, the proxies will vote FOR election
of all of the nominees for trust manager. If you "withhold" your vote
for any of the nominees, your vote will not be counted in the tabulation
of votes cast on that nominee. If you leave Item 2 blank, the proxies
will vote FOR approval of that proposal. If you abstain from voting on
Item 2, your vote will not be counted in the tabulation of votes cast on
that proposal.
Q: How can I change my vote or revoke my proxy?
A: You may change your vote or revoke your proxy at any time before the
meeting in any of three ways:
1. by submitting written notice to our Secretary;
2. by submitting another proxy that is properly signed and later
dated; or
3. by voting in person at the meeting.
Q: What does it mean if I get more than one proxy card?
A: It means that you hold shares in more than one account. Please sign and
return all proxy cards to ensure that all of your shares are voted.
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Q: How will votes be counted?
A: The meeting will be held if a quorum is represented in person or by
proxy at the meeting. A quorum is a majority of our outstanding common
shares entitled to vote. If you have returned a signed proxy card or
attend the meeting in person, your shares will be counted for the
purpose of determining whether there is a quorum, even if you do not
vote. Failures to vote, referred to as abstentions, are not counted as
votes cast on a proposal and have no effect on the result of the vote on
that proposal. A withheld vote is the same as an abstention.
Broker non-votes occur when proxies submitted by a broker, bank or other
nominee holding shares in "street" name do not indicate a vote for some
or all of the proposals because they do not have discretionary voting
authority and have not receive instructions as to how to vote on those
proposals. We will treat broker non-votes as shares that are present and
entitled to vote for quorum purposes. However, broker non-votes will not
be counted as votes cast on a proposal and will have no effect on the
result of the vote on that proposal.
Q: Who will pay the costs of soliciting the proxies?
A: We will pay all of the costs of soliciting proxies on the accompanying
form. Some of our trust managers, officers and other employees may
solicit proxies personally or by telephone, mail or facsimile. They will
not be specially compensated for these solicitation activities. We do
not expect to pay any fees for the solicitation of proxies, but may pay
brokerage firms and other custodians for their reasonable expenses for
forwarding solicitation materials to the beneficial owners of shares.
Q: How will voting on other business be conducted?
A: We do not know of any matter to be presented or acted upon at the
meeting, other than the proposals described in this proxy statement. If
any other matter is presented at the meeting on which a vote may be
properly taken, the shares represented by proxies will be voted in
accordance with the judgment of the persons named as proxies on the
accompanying proxy card.
BOARD OF TRUST MANAGERS
Election of Trust Managers (Item 1 on Proxy Card)
There are currently eight trust managers on the board. The board has
selected each of the eight current trust managers as a nominee for election at
the annual meeting.
Trust managers elected at the meeting will hold office for a one-year term.
Unless you withhold authority to vote for one or more nominees, the persons
named as proxies intend to vote for election of the eight nominees.
All nominees have consented to serve as trust managers. The board has no
reason to believe that any of the nominees will be unable to act as trust
manager. However, if a trust manager is unable to stand for re-election, the
board may either reduce the size of the board or designate a substitute. If a
substitute nominee is named, the proxies will vote for the election of the
substitute.
The nominees are as follows:
Richard J. Campo
Age: 46
Trust Manager Since: 1993
Principal Occupation: Chairman of the Board and Chief Executive Officer of
Camden Property Trust since May 1993
Other Directorships: SierraCities.com (a publicly-held financial services
company)
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William R. Cooper
Age: 64
Trust Manager Since: 1997
Principal Occupation: Private Investor
Recent Business Experience: Prior to April 1997, Mr. Cooper served for 30 years
in a variety of capacities with Paragon Group, Inc.
or its predecessor. Most recently, Mr. Cooper served
as Chairman of the Board of Directors and Chief
Executive Officer of Paragon Group, Inc.
George A. Hrdlicka
Age: 69
Trust Manager Since: 1993
Principal Occupation: Attorney
Recent Business Experience: Mr. Hrdlicka is a founding partner of the law firm
of Chamberlain, Hrdlicka, White, Williams, and
Martin and has been primarily involved in the
practice of tax law since 1965. He is a regular
lecturer on tax subjects at institutes and seminars
around the country and is board certified as a tax
lawyer by the Texas Board of Legal Specialization.
Scott S. Ingraham
Age: 46
Trust Manager Since: 1998
Principal Occupation: Chief Executive Officer and Director of Viva Group,
Inc. (an online apartment leasing service) since
1999
Recent Business Experience: From 1998 to 1999, Mr. Ingraham was a private
investor. From 1992 to 1998, Mr. Ingraham was
a director and officer of Oasis Residential, Inc.,
most recently serving as its President and Chief
Executive Officer. He served as Chief Financial
Officer of Oasis from March 1993 to March 1996.
Lewis A. Levey
Age: 59
Trust Manager Since: 1997
Principal Occupation: Private Investor
Recent Business Experience: Prior to April 1997, Mr. Levey served for 26 years
in a variety of capacities with Paragon Group, Inc.
or its predecessor. Most recently, Mr. Levey served
as Vice Chairman of the Board of Directors and as a
director of Paragon Group, Inc.
D. Keith Oden
Age: 44
Trust Manager Since: 1993
Principal Occupation: President and Chief Operating Officer of Camden
Property Trust since December 1993
F. Gardner Parker
Age: 59
Trust Manager Since: 1993 (Managing Outside Trust Manager since 1998)
Principal Occupation: Private Investor
Recent Business Experience: Mr. Parker has been involved in structuring private
and venture capital investments for the past 15
years.
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Steven A. Webster
Age: 49
Trust Manager Since: 1993
Principal Occupation: Managing Director of Global Energy Partners, an
affiliate of DLJ Merchant Banking since 1999.
Recent Business Experience: From 1997 to 1999, Mr Webster was the President
and Chief Executive Officer of R & B Falcon
Corporation. From the time of its formation in 1991
until 1997, Mr. Webster was the Chief Executive
Officer and Chairman of the Board of Falcon Drilling
Company, Inc., a predecessor of R&B Falcon
Corporation.
Other Directorships: Carrizo Oil & Gas, Inc. (oil and gas exploration);
Grey Wolf, Inc. (land drilling); Brigham Exploration
Co. (oil and gas); Michael Petroleum Corp. (oil and
gas); Basic Energy Services (oil service); Guardian
Holdings, Inc.(financial services); and Geokinetics,
Inc. (oilfield data services).
Required Vote
Each nominee must be reelected by the affirmative vote of the holders of a
majority of the shares present in person or represented by proxy at the annual
meeting.
The board recommends that you vote FOR the nominees listed above.
Board Meetings
The board of trust managers met either in person or by conference call four
times in 2000. All of the trust managers attended 75% or more of meetings of the
board and the committees on which they served during 2000.
Committees of the Board of Trust Managers
The board of trust managers has established three committees. Information
regarding these committees is set forth below.
Audit Committee
Members: George A. Hrdlicka
Lewis A. Levey
Steven A. Webster
Meetings in 2000: Two
Functions: Reviews the independence and performance of the independent
auditors, recommends to the board the appointment or
termination of the independent auditors, confers with the
independent auditors concerning their audits of our
financial statements, reviews the range of the services
provided by the independent auditors, reviews the adequacy
of our systems of internal control and reviews our annual
audited financial statements and financial reporting issues.
Executive Committee
Members: Richard J. Campo
William R. Cooper
F. Gardner Parker
Steven A. Webster
Meetings in 2000: None
Functions: May approve the acquisition and disposal of investments and
the execution of contracts and agreements, including those
related to the borrowing of money. May also exercise all
other powers of the trust managers, except for those that
require action by all trust managers or the independent
trust managers under our declaration of trust or bylaws or
under applicable law.
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Compensation Committee
Members: George A. Hrdlicka
F. Gardner Parker
Meetings in 2000: One
Function: Determines compensation for executive officers and
administers the Camden Property Trust 1993 Share Incentive
Plan.
Board Compensation
Trust managers, other than those who are our employees, are paid the
following fees:
Annual fee.............................................................$12,000
For each board meeting attended in person...............................$1,000
For each board meeting attended by telephone conference...................$250
For each committee meeting attended
(unless on the same day as another meeting)............................$500
We also may reimburse trust managers for travel expenses incurred in
connection with their activities on our behalf.
Prior to May 1995, each non-employee trust manager annually received
options to purchase 4,000 common shares. We have granted a total of 24,000
options, all of which are vested and expire ten years from the grant date.
Beginning in May 1995, each non-employee trust manager receives 2,000 restricted
shares upon his election and 2,000 restricted shares on May 1 of each year that
he is a trust manager. In 1998, Mr. Parker was elected Managing Outside
Director. Upon his election, he received 2,000 restricted shares. He received an
additional 2,000 restricted shares in 1999, and will receive an additional 1,000
shares on May 1 of each year that he is Managing Outside Trust Manager. We have
granted a total of 60,000 restricted shares, 24,000 of which were vested at
December 31, 2000. The restricted shares vest 20% on May 1 of each of the five
years succeeding the date of grant.
EXECUTIVE OFFICERS
There is no family relationship among any of our trust managers or
executive officers. No trust manager or executive officer was selected as a
result of any arrangement or understanding between that trust manager or
executive officer and any other person. All executive officers are elected
annually by, and serve at the discretion of, the Board of Trust Managers.
Our executive officers are as follows:
Name Age Position Recent Business Experience
Richard J. Campo 46 Chairman of the Board of See "Election of Trust
Trust Managers and Chief Managers" section.
Executive Officer (May
1993-present)
D. Keith Oden 44 President and Chief See "Election of Trust
Operating Officer Managers" section.
(December 1993-present)
H. Malcolm Stewart 49 Executive Vice President Senior Vice President-
(September 1998-present) Construction of Camden
Property Trust (December
1993-September 1998).
President of the
construction division of
a predecessor company
(1989-December 1993).
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G. Steven Dawson 43 Chief Financial Officer, Senior Vice President-
Senior Vice President- Finance and Chief and
Finance 1993-present) Secretary (May Financial
Officer of a predecessor
company (1990-May 1993).
Alison L. Dimick 38 Senior Vice President- Vice President of
Acquisitions and Acquisitions of MIG
Dispositions (April Realty Advisors, a
1997-present) pension fund specializing
in multifamily properties
(1991-1997).
James M. Hinton 43 Senior Vice President- Vice President of
Development (June 1996 Development of Camden
-present) Development, Inc., one of
our wholly-owned
subsidiaries (December
1993-May 1996).
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table shows how many shares are owned by the trust
managers and five most highly paid executive officers as of March 22, 2001. The
following table also shows how many shares are owned by beneficial owners of
more than 5% of our shares as of March 22, 2001. Unless otherwise noted, each
person has sole voting and investment power over the shares indicated below.
Name and Address of Beneficial Owners (1) Shares Beneficially Owned (2)(3)
---------------------------------------------------------------------------- -------------------------------------
Amount Percent of Class
---------------- ------------------
LaSalle Investment Management, Inc.(4) 3,720,138 9.8%
Stichting Pensioenfonds voor de Gezondheid, Geestelijkeen
Maatschappelijke Belangen (5) 2,061,465 5.4%
Richard J. Campo 1,290,746 3.3%
D. Keith Oden 1,287,830 3.3%
William R. Cooper 1,028,914 2.6%
Lewis A. Levey 607,084 1.6%
Scott S. Ingraham 327,464 *
H. Malcolm Stewart 261,100 *
G. Steven Dawson (6) 248,893 *
James M. Hinton (7) 196,739 *
F. Gardner Parker (8) 19,064 *
George A. Hrdlicka 16,264 *
Steven A. Webster 10,264 *
All trust managers and executive officers as a group (12 persons) (9) 5,016,136 12.1%
--------------------------
* Less than 1%
(1) The address for LaSalle Investment Management, Inc. and LaSalle Investment
Management (Securities), L.P. is 200 East Randolph Drive, Chicago, Illinois
60601. The address for Stichting Pensioenfonds voor de Gezondheid,
Geestelijkeen Maatschappelijke Belangen is P.O. Box 4001,3700 KA Zeist, The
Netherlands. The address for Messrs. Campo, Oden, Cooper, Levey, Ingraham,
Stewart, Dawson, Hinton, Webster, Parker and Hrdlicka is c/o Camden
Property Trust, 3 Greenway Plaza, Suite 1300, Houston, Texas 77046.
(2) These amounts include the following shares that the following persons had a
right to acquire within 60 days after March 22, 2001. These include vested
options to purchase shares held in a rabbi trust, ordinary share options
and through the exchange of units of limited partnership interest in Camden
Operating, L.P. Each option represents the right to receive one common
share upon exercise. Each partnership unit is exchangeable for one common
share. We may elect to pay cash instead of issuing shares upon a tender of
units for exchange.
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Vested Options Held Other Vested Units of Limited
in a Rabbi Trust Options Partnership Interest
----------------------- ---------------- ---------------------
Richard J. Campo 244,960 568,616 --
D. Keith Oden 244,351 568,616 --
William R. Cooper 3,864 -- 1,021,045(a)(b)
Lewis A. Levey 3,864 -- 540,959(b)
Scott S. Ingraham -- 265,650 --
H. Malcolm Stewart 67,108 60,752 --
G. Steven Dawson 60,933 50,839 --
James M. Hinton 38,173 24,338 --
Steven A. Webster 7,064 -- --
F. Gardner Parker 9,464 8,000 --
George A. Hrdlicka 7,064 8,000 --
All trust managers and executive
officers as a group (12 persons) 706,012 1,583,284 1,321,063
(a) Includes 302,102 units held by WRC Holdings, Inc., which is controlled
by Mr. Cooper, 101,784 units held by PGI Associates, L.P., the general
partner of which is controlled by Mr. Cooper, and 38,457 units held by
Cooper Partners Limited, which is controlled by Mr. Cooper.
(b) Includes 240,941 units held by Gateway Associates I, L.P. Messrs.
Cooper and Levey are the general partners of the general partner of
Gateway Associates I, L.P.
(3) The amounts exclude the following unvested options to purchase shares held
in a rabbi trust and other unvested options:
Unvested Options Unvested
Held in a Rabbi Trust Options
--------------------------------- ------------------
Richard J. Campo (a) 23,393 217,611
D. Keith Oden (a) 23,393 217,611
William R. Cooper 4,402 --
Lewis A. Levey 4,402 --
H. Malcolm Stewart 33,335 38,799
G. Steven Dawson 28,043 32,677
James M. Hinton 26,687 32,382
Steven A. Webster 4,402 --
F. Gardner Parker 8,002 --
George A. Hrdlicka 4,402 --
All trust managers and executive
officers as a group (12 persons) 182,831 577,269
(a) Does not include 9,348 shares of the 18,696 shares owned by Centeq
Realty, Inc. Messrs. Oden and Campo each own 50% of the common shares
of Centeq Realty, Inc.
(4) Based on information contained in an amendment to Schedule 13G filed with
the SEC on February 12, 2001, as of December 31, 2000, LaSalle Investment
Management, Inc. possessed sole voting and dispositive power over 157,144
shares and shared dispositive power over 342,766 shares and LaSalle
Investment Management (Securities), L.P. possessed sole voting power over
178,514 shares, shared voting power over 2,950,305 shares, sole dispositive
power over 147,414 shares and shared dispositive power over 3,072,814
shares.
(5) Based on information contained in a Schedule 13G filed on February 6, 2001,
as of December 31, 2000, Stichting Pensioenfonds voor de Gezondheid,
Geestelijkeen Maatschappelijke Belangen possessed sole voting power and
sole dispositive power over 15,400 shares and shared voting power and
shared dispositive power over 2,046,065 shares.
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(6) Includes 680 shares that are held in an account for the benefit of one of
Mr. Dawson's minor children, for whom Mr. Dawson and his wife are the
custodians.
(7) Includes 2,210 shares that are held in trusts for the benefit of Mr.
Hinton's two minor children, for whom Mr. Hinton and his wife are the
trustees.
(8) Includes 200 shares that are held by Mr. Parker's wife and 100 shares that
are held in trusts for the benefit of Mr. Parker's two children, for whom
his wife is the trustee.
(9) Shares and/or units beneficially owned by more than one individual have
been counted only once for this purpose.
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on our records and other information, we believe that all SEC filing
requirements applicable to our trust managers and officers were complied with in
2000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
One of our nonqualified-REIT subsidiaries has made unsecured, full recourse
loans to Messrs. Campo and Oden of $900,000 each. Messrs. Campo and Oden used
the proceeds of these loans to purchase our common shares. The loans have the
following terms:
Maturity: February 2004
Interest Rate: 5.23% per year
Repayment Dates: Principal due at maturity and interest payable quarterly
We provide residential services for properties that are owned by limited
partnerships in which Mr. Cooper has ownership interests. In 2000, we earned
about $944,000 in management fees on these properties.
Bank One, N.A. has made unsecured, full recourse loans to our six senior
executive officers in the aggregate amount of $23 million. The officers used the
proceeds of these loans to purchase our common shares in open market
transactions in December 1999 and March 2000. Each loan has a five-year term,
has a fixed market interest rate, requires quarterly interest payments on dates
coinciding with our quarterly dividend payments and requires payment in full at
maturity. The loans are unsecured and contain prepayment penalty provisions. To
facilitate these loans, two of our wholly-owned subsidiaries have guaranteed the
payment of the loans and the related fees and liabilities. Simultaneously, we
entered into a reimbursement agreement with each of the officers under which the
respective officer agreed to reimburse us for all amounts we pay to the lender
under his or her guaranty. We have not had to perform under the guaranties.
Messrs. Campo and Oden have each invested approximately $200,000 in Viva
Group, Inc., an internet-based company that provides on line owner-renter
matching services for the multi-family housing industry. Subsequently, in a
separate transaction consummated in 2000, we invested approximately $2.1 million
in this company. Mr. Ingraham is a director, executive officer and a significant
shareholder of Viva Group, Inc. Additionally, during 2000 we invested
approximately $750,000 in BroadBand Residential, Inc. a broadband company
providing high speed data services to multifamily residents. In connection with
our investment, Mr. Campo was named a director of the company.
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE OFFICER COMPENSATION
The compensation committee administers our executive compensation program.
The compensation committee consists entirely of non-employee trust managers.
Objectives
Our executive compensation program aims to:
support our business objectives to produce consistent earnings
growth and selectively invest in favorable markets;
attract, reward, motivate and retain talented executives;
tie executive compensation to our financial performance and
portfolio growth; and
link executives' goals with shareholders' interests.
Types of Compensation
Our executive compensation system consists of three elements:
base salary;
annual bonus; and
long-term compensation, which includes grants of restricted
shares and options.
The compensation committee does not allocate a fixed percentage of
compensation to these three elements. Nor, except when awarding bonuses, does
the compensation committee use specific qualitative or quantitative measures or
factors in assessing individual performance.
Base Salary
The compensation committee believes that we would be best served if
executive base salaries are kept at amounts approximating the median level
within our industry. In its determination of comparable companies, the
compensation committee gives primary consideration to comparable companies
included in the equity REIT peer group used for the five-year comparison of
total shareholder return in the performance graph. The compensation committee
reviews salary information about comparable companies contained in public
disclosures made by companies in the real estate industry. Based on this review,
and an assessment of our overall corporate performance and the executive's
specific job duties, experience and impact on our financial performance and
short- and long-term growth, the compensation committee decides on base salary
levels and annual increases.
Bonus Compensation
Executive officers may receive bonuses that are intended to reward them for
their contribution to the achievement of our business objectives. Award levels
are determined for each executive, as a percentage of base salary, based on the
executive's responsibilities, the achievement of corporate goals, the
achievement of individual goals and, in part, a discretionary evaluation by the
compensation committee. Corporate goals are based on operating performance, as
measured by our funds from operations. For 2000, our growth in funds from
operations per share was in line with market expectations. Individual goals
include both objective financial measures and subjective factors, such as
efficient management of capital resources and successful acquisitions,
dispositions and development.
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Long-Term Compensation
Because today's business decisions affect us over a number of years,
long-term incentive awards are tied to our performance and the long-term value
of our shares. Grants of restricted shares and options to purchase common shares
are an important part of our long-term compensation plan. The executives who
receive grants only gain when shareholders gain--when share value increases.
During 2000, the compensation committee did not follow any firmly established
formula for the issuance of long-term compensation. Instead, grants were made
based on an assessment of corporate performance and the performance of the
executive's department.
The compensation committee did not grant any options to executives for
2000. Holders of at least 20,000 vested options are eligible for reloads upon
the exercise of the options. Options vest 33% on the next three anniversaries of
the date of grant.
To more fully tie compensation to long-term performance, executives must
receive between 25% and 50% of their annual bonuses in restricted shares.
Restricted shares are valued at 150% of the cash value of the corresponding
portion of the bonus. The number of shares to be issued is determined based on
the market share price at the date of grant. Restricted shares vest 25% on the
grant date and 25% on each of the next three anniversaries of the grant date.
The compensation committee has established a rabbi trust in which granted
restricted shares may be placed for the benefit of certain officers. Vested
restricted shares and the dividends that are paid on restricted shares held by
the rabbi trust may be purchased by the officer at any time within 20 years from
the date of vesting of such shares. The purchase price of the restricted shares
is (1) 10% of the fair value of the shares on the date that the shares were
placed to the rabbi trust and (2) 5% of the amount of dividends declared and
paid into the rabbi trust with respect to such shares.
CEO Performance Evaluation
In determining the compensation of Mr. Campo, the compensation committee
applies the same philosophy and procedures as it applies to other executive
officers. The committee compared Mr. Campo's compensation structure with that of
other chief executive officers within our industry. Based on that review, and an
assessment of our overall corporate performance and Mr. Campo's experience and
impact on our financial performance and short- and long-term growth, the
compensation committee increased Mr. Campo's base salary for 2000 and granted
him restricted shares and a bonus. In making its determination, the committee
considered a variety of factors, including the following:
an increase of $0.30 per share or 9.4% in funds from operations, which
we consider to be an appropriate measure of performance of an equity
REIT, over 1999;
an increase of 5.3% in "same property" net operating income over 1999;
increased profitability resulting from the addition of newly developed
properties;
continuing geographical diversification of our portfolio to provide
stable cash flows and insulation against regional economic downturns;
and
strengthening the balance sheet and disciplined management of assets.
Additionally, during 2000, in response to the successful implementation of our
land development strategy, 90,317 previously issued restricted share awards were
vested. These shares were originally scheduled to vest from three to five years
from date of grant.
Other
The SEC requires that this report comment upon our policy with respect
to section 162(m) of the Internal Revenue Code, which limits the deductibility
on our tax return of compensation over $1 million to any of our named executive
officers, unless the compensation is paid pursuant to a plan that is
performance-related, non-discretionary and has been approved by our
shareholders. We did not pay any compensation during 2000 that would be subject
14
to section 162(m). We believe that, because we qualify as a REIT under the
Internal Revenue Code and therefore are not subject to federal income taxes on
our income to the extent distributed, the payment of compensation that does not
satisfy the requirements of section 162(m) will not generally affect our net
income. However, to the extent that compensation does not qualify for deduction
under section 162(m), a larger portion of shareholder distributions may be
subject to federal income taxation as dividend income rather than return of
capital. We do not believe that section 162(m) will materially affect the
taxability of shareholder distributions, although no assurance can be given in
this regard due to the variety of factors that affect the tax position of each
shareholder. For these reasons, the compensation committee's compensation policy
and practices are not directly governed by section 162(m).
This section of the proxy statement is not deemed "filed" with the SEC and
is not incorporated by reference into our Annual Report on Form 10-K.
This executive officer compensation report is given by the following
members of the compensation committee:
F. Gardner Parker
George A. Hrdlicka
15
COMPENSATION OF EXECUTIVE OFFICERS
The table below shows the pre-tax compensation for the last three years for
our Chief Executive Officer and the four next highest paid executive officers at
the end of 2000.
Summary Compensation Table
Annual Compensation Long-Term Compensation
-------------------------------------- -----------------------------------
Securities
Restricted Share Underlying
Name and Principal Position Year Salary Bonus(1) Awards(1)(2) Options
------------------------------------------ -------- ---------------- ------------- ------------------ --------------
Richard J. Campo 2000 $ 390,000 272,500 $ 365,300
Chairman of the Board and Chief 1999 281,750 245,513 542,813 (3)
Executive Officer 1998 258,000 170,313 649,827 (3) 537,749
D. Keith Oden 2000 $ 390,000 272,500 $ 365,300
President and Chief Operating 1999 281,750 245,513 542,813 (3)
Officer 1998 258,000 170,313 649,827 (3) 537,749
H. Malcolm Stewart 2000 $ 290,000 161,250 $ 193,900
Executive Vice President 1999 208,000 182,769 224,156
1998 190,000 103,125 183,875 46,330
James Hinton 2000 $ 230,000 161,250 $ 178,100
Senior Vice President - Development 1999 174,000 156,050 245,250
1998 160,000 85,938 144,938 35,330
G. Steven Dawson 2000 $ 225,000 161,250 $ 193,900
Chief Financial Officer, Senior Vice 1999 185,000 149,175 291,375
President - Finance, and Secretary 1998 175,000 68,750 130,875 35,830
(1) The compensation committee annually grants executives restricted shares
awards. Restricted share awards have vesting periods of five years, with
initial vesting beginning one year from the date of grant. The restricted
share awards were valued based on the market share price at the date of
grant. The value of the restricted share awards granted is included in the
above table under "Restricted Share Awards."
Additionally, the compensation committee requires executives to receive
between 25% and 50% of their annual bonus in restricted shares. Bonus
restricted shares are valued at 150% of the cash value of the corresponding
portion of the bonus. The number of shares issued was determined based on
the market share price at the date of grant. Bonus restricted shares vest
25% on the grant date and 25% on each of the next three anniversaries of
the grantdate. Vested bonus restricted shares are included in the above
table under "Bonus" and the unvested bonus restricted shares are included
in the above table under "Restricted Share Awards."
(2) AtDecember 31, 2000, the aggregate value of the 426,067 restricted shares
outstanding based on the closing share price of $33.50 at December 31, 2000
was $14,273,236. In February 2001, we awarded 41,029 restricted shares.
These grants were awarded based on 2000 corporate and individual
performance. The aggregate value of restricted shares, including the grants
made in February 2001, based on the share price of $33.50 on December 31,
2000, was $15,647,691. Distributions on restricted shares were paid at the
same rate as paid to all shareholders.
(3) During 2000, the unvested portion of these awards, along with the unvested
portion of awards made in prior years to Messrs. Campo and Oden became
fully vested. These shares were originally scheduled to vest from three to
five years from the date they were originally granted.
16
The following table gives more information on options. None of the five
executive officers were granted options during 2000.
Aggregated Option Exercises In Last Fiscal Year
and Fiscal Year-End Option Values
Number of Common Shares
Shares Underlying Unexercised Value of Unexercised
Acquired Options at In-The-Money Options at
on Value December 31, 2000 (1) December 31, 2000 (1)
------------------------------ ---------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- ------------- ------------- --------------- -------------- --------------- -----------------
Richard J. Campo 42,813 $1,316,500 582,105 233,333 $ 1,646,689 $ 1,714,268
D. Keith Oden 42,813 1,316,500 582,105 233,333 1,646,689 1,714,268
H. Malcolm Stewart 17,939 551,624 69,528 35,443 149,642 332,749
James M. Hinton 5,442 167,342 32,780 28,444 127,769 193,843
G. Steven Dawson 19,574 601,900 59,449 28,610 129,123 266,941
(1) These year-end values represent the difference between the fair market
value of the shares subject to options (based on the share price of $33.50
on December 31, 2000)and the exercise prices of the options. "In-the-money"
means that the fair market value of the shares is greater than the option's
exercise price on the valuation date.
Employment Agreements
We have entered into an employment agreement with each of Messrs. Campo,
Oden, Stewart, Dawson and Hinton. The agreements expire August 20, 2001. The
agreements provide for minimum salary levels as well as various incentive
compensation arrangements, which are payable based on the attainment of specific
goals. The agreements also provide for severance payments if certain situations
occur, such as termination without cause or a change of control. The severance
payments vary based on the officer's position and amount to one times the
current salary base for Messrs. Stewart, Dawson and Hinton and 2.99 times the
average annual compensation over the previous three fiscal years for Messrs.
Campo and Oden. Six months prior to expiration, unless notification of
termination is given, these agreements extend for one year from the date of
expiration.
Compensation Committee Interlocks and Insider Participation
No member who served on our compensation committee during 2000 was either:
an officer or employee during 2000;
a former officer; or
was party to any material transaction described earlier in the
"Certain Relationships and Related Transactions" section.
No executive officer served as a member of the compensation or similar
committee or board of directors at any entity whose members served on our
compensation committee.
17
PERFORMANCE GRAPH
SEC rules require proxy statements to contain a performance graph
comparing, over a five-year period, the performance of our shares against the
Standard & Poor's 500 Composite Stock Index and against either a published
industry or line-of-business index or group of peer issuers. We chose the
National Association of Real Estate Investment Trusts All Equity Index
(excluding health care real estate investment trusts) as the relevant index. The
graph assumes the investment of $100 on December 31, 1995 and quarterly
reinvestment of dividends.
CAMDEN PROPERTY TRUST
[GRAPH APPEARS HERE]
Dec-95 Dec-96 Dec-97 Dec-98 Dec-99 Dec-00
------------- ------------- ------------- -------------- ------------- -------------
Camden 100.0 130.0 150.6 135.4 156.5 203.7
NAREIT 100.0 135.3 162.7 134.2 128.0 161.8
S&P 500 100.0 123.0 164.0 210.9 255.2 232.0
18
AUDIT COMMITTEE REPORT
The board of trust managers has adopted a written charter for the audit
committee, a copy of which is included as Annex A to this proxy statement.
The members of the audit committee are independent, as independence is
defined in Section 303.01 (B)(2) and (3) of the New York Stock Exchange's
listing standards.
The audit committee has reviewed and discussed the audited financial
statements with management and Deloitte & Touche LLP, our independent auditors.
The audit committee has also discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61, written
communication from the independent auditors required by Independence Standards
Board Standard No. 1, and has discussed their independence with the independent
auditors. Based upon these reviews and discussions, the audit committee
recommended to the board of trust managers that the audited financial statements
be included in our Annual Report on Form 10-K for the fiscal year ended December
31, 2000 for filing with the SEC.
The audit committee also recommended the reappointment, subject to
shareholder ratification, of Deloitte & Touche LLP as our independent auditors
for 2001 and the board of trust managers concurred with such recommendation.
This section of the proxy statement is not deemed "filed" with the SEC and
is not incorporated by reference into our Annual Report on Form 10-K.
This audit committee report is given by the following members of the audit
committee:
George A. Hrdlicka
Lewis A. Levey
Steven A. Webster
SELECTION OF INDEPENDENT AUDITORS
(Item 2 on Proxy Card)
The audit committee has selected Deloitte & Touche LLP as our independent
auditors for 2001.
Representatives of Deloitte & Touche LLP will be present at the meeting and
will have the opportunity to make a statement if they desire to do so. These
representatives will also be available to respond to appropriate questions.
Required Vote
The proposal will be approved if it receives the affirmative vote of a
majority of shares represented in person or by proxy at the meeting.
The board recommends that you vote FOR approval of the appointment of
Deloitte & Touche LLP.
Audit Fees
The aggregate fees billed by Deloitte & Touche LLP for professional
services rendered for the audit of our annual financial statements for the year
December 31, 2000 and the review of the financial statements in our Quarterly
Reports on Form 10-Q for 2000 was $342,000.
All Other Fees
The aggregate fees billed for professional services rendered during 2000
relating to the review of our tax returns, internal audit services, consultation
on accounting standards and REIT compliance and other miscellaneous services was
$197,000. The audit committee has considered whether the provision of these
19
services is compatible with maintaining the independent accountants'
independence and has determined that such services have not adversely affected
Deloitte & Touche LLP's independence.
SHAREHOLDER PROPOSALS
We must receive any shareholder proposal intended for inclusion in the
proxy materials for the annual meeting to be held in 2002 no later than December
31, 2001.
ANNUAL REPORTS
Our 2000 annual report, including consolidated financial statements, is
being mailed to you along with this proxy statement.
20
ANNEX A
AUDIT COMMITTEE OF THE BOARD OF TRUST MANAGERS
CHARTER
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of Trust
Managers in fulfilling its oversight responsibilities over financial
reporting, internal controls, compliance, ethics and the Company's
auditing, accounting and financial reporting processes generally.
Consistent with this function, the Audit Committee should encourage
continuous improvement of, and should foster adherence to, the Company's
policies, procedures and practices. The Audit Committee's primary duties
and responsibilities are to:
Serve as an independent and objective party to monitor the Company's
financial reporting process and internal control system.
Review and appraise the audit efforts of the Company's independent
accountants and internal auditing department, if any.
Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal auditing
department, and the Board of Trust Managers.
The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV. of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent Trust Managers
(as defined in the listing standards of the New York Stock Exchange), and
free from any relationship that, in the opinion of the Board, would
interfere with the exercise of his or her independent judgment as a member
of the Committee. The Committee members shall not be employed directly or
indirectly by the Company or serve on the boards of companies providing
services to the Company. All members of the Committee shall have a working
familiarity with basic finance and accounting practices, and at least one
member of the Committee shall have accounting or related financial
management expertise.
The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board and shall serve until their successors
shall be duly elected and qualified or until their earlier death,
retirement, resignation or removal. Unless a Chair is elected by the full
Board, the members of the Committee may designate a Chair by majority vote
of the full Committee membership.
III. MEETINGS
The Committee shall hold regular meetings as may be necessary and such
special meetings as may be called by the Chair of the Committee or at the
request of the independent accountants or the director of the internal
auditing department, if any. As part of its job to foster open
communication, the Committee should meet at least annually with management,
the director of the internal auditing department, if any, and the
independent accountants in separate executive sessions to discuss any
matters that the Committee or each of these groups believe should be
discussed privately.
21
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
Documents/Reports Review
1. Review and update this Charter annually, or as conditions dictate.
2. Review the Company's annual financial statements and quarterly
reports, including any certification, report, opinion, or review
rendered by the independent accountants.
Independent Accountants
3. Recommend to the Board of Trust Managers the selection of the
independent accountants, considering independence and effectiveness.
On an annual basis, the Committee should review and discuss with the
accountants all significant relationships the accountants have with
the Company to determine the accountants' independence.
4. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.
5. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the Company's financial statements.
Financial Reporting Processes
6. In consultation with the independent accountants and the internal
auditors, if any, review the integrity of the Company's financial
reporting processes, both internal and external.
7. Consider the independent accountants' judgments about the quality and
appropriateness of the Company's accounting principles as applied in
its financial reporting.
Process Improvement
8. Following completion of the annual audit, review separately with each
of management, the independent accountants and the internal auditing
department any significant difficulties encountered during the course
of the audit, including any restrictions on the scope of work or
access to required information.
9. Review any significant disagreement among management and the
independent accountants or the internal auditing department in
connection with the preparation of the financial statements.
Ethical and Legal Compliance
10. Review and update periodically Management's Code of Ethical Conduct
and its system of enforcement.
11. Review activities, organizational structure, and qualifications of the
internal audit department, if one exists.
12. Review, with counsel, legal compliance matters, including corporate
securities trading policies.
13. Review, with counsel, any legal matter that could have a significant
impact on the Company's financial statements.
14. 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.
22
CAMDEN PROPERTY TRUST
FORM OF PROXY FOR ANNUAL MEETING
TO BE HELD MAY 15, 2001
This proxy is solicited on behalf of the Board of Trust Managers.
The undersigned hereby appoints Richard J. Campo, D. Keith Oden and G.
Steven Dawson, or any of them, proxies of the undersigned, with full powers of
substitution, to vote all of the common shares of beneficial interest of Camden
Property Trust that the undersigned is entitled to vote at the Annual Meeting to
be held on May 15, 2001 and at any adjournment thereof, and authorizes and
instructs said proxies to vote as set forth on the reverse side.
THE BOARD OF TRUST MANAGERS RECOMMENDS A VOTE FOR ALL NOMINEES
LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.
IMPORTANT - This proxy must be signed and dated on the reverse side.
23
PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
1. Election of Trust Managers FOR WITHHOLD Nominees:
Instruction: To withhold authority AUTHORITY Richard J. Campo
to vote for any individual nominee, FOR ALL William R. Cooper
write in that nominee's name on the NOMINEES George A. Hrdlicka
lines below. Scott S. Ingraham
________________________________ Lewis A. Levey
________________________________ D. Keith Oden
F. Gardner Parker
Steven A. Webster
2. Ratification of the appointment of FOR AGAINST ABSTAIN
Deloitte & Touche LLP as independent
auditors.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment or
postponement thereof.
This Proxy when properly executed will be
voted in the manner directed herein by the
undersigned shareholder. If no direction is made,
this Proxy will be voted FOR all nominees
listed in Proposal 1 and FOR Proposal 2.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE OR BY
FACSIMILE TO (713) 354-2710.
-------------------------------------
Signature
Dated: __________________________, 2001
NOTE: Please sign name exactly as it appears on
the share certificate. Only one of several joint
owners need to sign. Fiduciaries should give
full title.