Proxy Statement Pursuant to Section
PROXY STATEMENT PURSUANT TO SECTION 14(a) ofOF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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| Preliminary Proxy Statement | ||
o | Confidential, for Use of the Commission Only (as permitted byRule 14a-6(e)(2)) | ||
| þDefinitive Proxy Statement | ||
o | Definitive Additional Materials | ||
o | Soliciting Material underRule 14a-12 |
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| No fee required. | |
o | Fee computed on table below per Exchange ActRules 14a-6(i)(4) and 0-11. |
(1) |
| Title of each class of securities to which transaction applies: |
(2) | ||
| Aggregate number of securities to which transaction applies: |
(3) | ||
| Per unit price or other underlying value of transaction computed pursuant to Exchange ActRule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | ||
| Proposed maximum aggregate value of transaction: |
(5) | ||
| Total fee paid: |
o | ||
| Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange ActRule 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) |
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| Date Filed: | |
and
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(3) The ratification of the appointment of the accounting firm of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current year.
(4)
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April 28, 2006
2
Year | ||||||||||||||
Principal Occupation | Year | First | ||||||||||||
and, if applicable, | Term | Appointed | ||||||||||||
Present Position | Will | as | ||||||||||||
Name | Age | with the Company | Expire | Director | ||||||||||
Nominees for Election to Serve as Directors Until the Annual Meeting in 2010 (CLASS I) | ||||||||||||||
Michael D. Fascitelli | 50 | President of the Company since August 2000; President and a trustee of Vornado since December 1996; Partner at Goldman, Sachs & Co. (an investment banking firm) in charge of its real estate practice from December 1992 to December 1996 and a vice president prior thereto; a director of Toys “R” Us, Inc. (a retailer) and a trustee of GMH Communities Trust (a real estate investment trust) | 2010 | 1996 | ||||||||||
Thomas R. DiBenedetto | 57 | President of Boston International Group, Inc. (an investment management firm) since 1983; President of Junction Investors Ltd. (an investment management firm) since 1992; a director of NWH, Inc. (a software company); Managing Director of Olympic Partners (a real estate investment firm); a director of Detwiler, Mitchell & Co. (a securities firm) | 2010 | 1984 | ||||||||||
Present Directors Elected to Serve as Directors Until the Annual Meeting in 2008 (CLASS II) | ||||||||||||||
Steven Roth | 65 | Chief Executive Officer of the Company since March 1995; Chairman of the Board of Directors of the Company since May 2004; Chairman of the Board and Chief Executive Officer of Vornado since 1989 and a trustee of Vornado since 1979; Managing General Partner of Interstate; a director of Toys “R” Us, Inc. (a retailer) | 2008 | 1989 | ||||||||||
Neil Underberg | 78 | Member of the law firm of Winston & Strawn LLP since September 2000; a member of the law firm of Whitman Breed Abbott & Morgan from December 1987 to September 2000 | 2008 | 1980 | ||||||||||
Russell B. Wight, Jr. | 67 | A general partner of Interstate since 1968; a trustee of Vornado since 1979 | 2008 | 1995 |
3
Name |
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| Principal Occupation |
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Nominees for Election to Serve as Directors Until the Annual Meeting in 2009 (CLASS III) |
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David Mandelbaum |
| 70 |
| A member of the law firm of Mandelbaum & Mandelbaum, P.C. since 1967; a general partner of Interstate since 1968; a trustee of Vornado since 1979 |
| 2009 |
| 1995 | ||||||||||
Arthur I. Sonnenblick |
| 74 |
| Senior Managing Director of Sonnenblick-Goldman Company (a real estate investment banking firm) since January 1996 and Vice Chairman and Chief Executive Officer prior thereto |
| 2009 |
| 1984 | ||||||||||
Dr. Richard R. West |
| 68 |
| Dean Emeritus, Leonard N. Stern School of Business, New York University; Professor from September 1984 until September 1995 and Dean from September 1984 until August 1993; prior thereto, Dean of the Amos Tuck School of Business Administration at Dartmouth College; a trustee of Vornado since 1982; a director of Bowne & Co., Inc. (a commercial printing company) and 20 investment companies managed by Merrill Lynch Investment Managers |
| 2009 |
| 1984 | ||||||||||
Present Directors Elected to Serve as Directors Until the Annual Meeting in 2008 (CLASS II) |
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Steven Roth |
| 64 |
| Chief Executive Officer of the Company since March 1995; Chairman of the Board of Directors of the Company since March 2004; Chairman of the Board and Chief Executive Officer of Vornado since 1989 and a Trustee of Vornado since 1979; Managing General Partner of Interstate; a director of Toys “R” Us, Inc. (a retailer) |
| 2008 |
| 1989 | ||||||||||
Neil Underberg |
| 77 |
| Counsel to the law firm of Winston & Strawn LLP since September 2000; a member of the law firm of Whitman Breed Abbott & Morgan from December 1987 to September 2000 |
| 2008 |
| 1980 | ||||||||||
Russell B. Wight, Jr. |
| 66 |
| A general partner of Interstate since 1968; a trustee of Vornado since 1979 |
| 2008 |
| 1995 | ||||||||||
Name |
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| Age |
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| Principal Occupation |
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| Year | |||
Present Directors Elected to Serve as Directors Until the Annual Meeting in 2007 (CLASS I) |
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Michael D. Fascitelli |
| 49 |
| President of the Company since August 2000; President and a Trustee of Vornado since December 1996; Partner at Goldman, Sachs & Co. (an investment banking firm) in charge of its real estate practice from December 1992 to December 1996 and a vice president prior thereto; a director of Toys “R” Us, Inc. and a trustee of GMH Communities Trust (a real estate investment trust) |
| 2007 |
| 1996 | ||||||||
Thomas R. DiBenedetto |
| 56 |
| President of Boston International Group, Inc. (an investment management firm) since 1983; President of Junction Investors Ltd. (an investment management firm) since 1992; a director of NWH, Inc. (a software company); Managing Director of Olympic Partners (a real estate investment firm); a director of Detwiler, Mitchell & Co. (a securities firm) |
| 2007 |
| 1984 | ||||||||
Stephen Mann |
| 70 |
| Chief Operating Officer of the Company since March 2004, Chairman of the Board of Directors of the Company from March 1995 to March 2004; Interim Chairman of the Board of Directors of the Company from August 1994 to March 1995; Chief Executive Officer of Prescott Capital LLC (a mortgage banking firm) since 2005; Chief Executive Officer of Prescott Funding Company (a mortgage banking firm) from 2001 to 2004; Chairman of the Clifford Companies (a real estate investment firm) from 1990 to January 2003. |
| 2007 |
| 1980 | ||||||||
Year | ||||||||||||||
Principal Occupation | Year | First | ||||||||||||
and, if applicable, | Term | Appointed | ||||||||||||
Present Position | Will | as | ||||||||||||
Name | Age | with the Company | Expire | Director | ||||||||||
Present Directors Elected to Serve as Directors Until the Annual Meeting in 2009 (CLASS III) | ||||||||||||||
David Mandelbaum | 71 | A member of the law firm of Mandelbaum & Mandelbaum, P.C. since 1967; a general partner of Interstate since 1968; a trustee of Vornado since 1979 | 2009 | 1995 | ||||||||||
Arthur I. Sonnenblick | 75 | Senior Managing Director of Sonnenblick-Goldman Company (a real estate investment banking firm) since January 1996 and Vice Chairman and Chief Executive Officer prior thereto | 2009 | 1984 | ||||||||||
Dr. Richard R. West | 69 | Dean Emeritus, Leonard N. Stern School of Business, New York University; Professor from September 1984 until September 1995 and Dean from September 1984 until August 1993; prior thereto, Dean of the Amos Tuck School of Business Administration at Dartmouth College; a trustee of Vornado since 1982; a director of Bowne & Co., Inc. (a commercial printing company) and a number of investment companies managed by BlackRock Advisors (an asset management firm) | 2009 | 1984 |
4 A copy of these Corporate Governance Guidelines is included as Annex A to this proxy statement.
· Audit Committee Charter
· Compensation Committee Charter
· Corporate Governance Guidelines
· Codepolicies (a copy of Business Conduct and Ethics
The Company haseach of which is attached at the referenced Annex):
• | Audit Committee Charter (Annex A) | |
• | Compensation Committee Charter (Annex B) | |
• | Corporate Governance Guidelines (Annex C) | |
• | Code of Business Conduct and Ethics (Annex D) |
Company.
Prior to April 16, 2007, the Board also had an Omnibus Stock Plan Committee. On April 16, 2007, the Board of Directors combined the Compensation Committee and the Omnibus Stock Plan Committee into one Compensation Committee consisting of Dr. West, as Chairman, and Mr. DiBenedetto.
2006.
2006.
are independent for the purposes of the NYSE Corporate Governance Rules, that they meet the additional requirements of independence for serving on the Audit Committee in accordance with the rules and regulations promulgated by the SEC and that they meet the financial literacy standards of the NYSE. Dr. West is the Chairman of the Audit Committee.
5
Omnibus Stock Plan Committee
2006.
6
· Personal qualities and characteristics, accomplishments and reputation in the business community;
· Current knowledge and contacts in the communities in which the Company does business and in our industry or other industries relevant to our business;
· Ability and willingness to commit adequate time to Board and committee matters;
· The fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company; and
· Diversity of viewpoints, experience and other demographics.
• | Personal qualities and characteristics, accomplishments and reputation in the business community; | |
• | Current knowledge and contacts in the communities in which we do business and in our industry or other industries relevant to our business; | |
• | Ability and willingness to commit adequate time to Board and committee matters; | |
• | The fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to our needs; and | |
• | Diversity of viewpoints, experience and other demographics. |
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The following graph compares the performance of the Shares with the performance of the Standard & Poor’s 500 Index (the “S&P 500 Index”) and the National Association of Real Estate Investment Trusts (“NAREIT”) All Equity Index, a peer group index. The graph assumes that $100 was invested on December 31, 2000 in each of the Company’s Shares, the S&P 500 Index and the NAREIT All Equity Index and that all dividends were reinvested without the payment of any commissions. THERE CAN BE NO ASSURANCE THAT THE PERFORMANCE OF THE COMPANY’S SHARES WILL CONTINUE IN LINE WITH THE SAME OR SIMILAR TRENDS DEPICTED IN THE GRAPH BELOW.
Comparison of Five-Year Cumulative Return
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| 2000 |
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| 2001 |
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| 2002 |
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| 2003 |
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| 2004 |
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| 2005 |
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Alexander’s |
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| 100 |
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| 84 |
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| 95 |
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| 184 |
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| 318 |
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| 363 |
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S&P 500 Index |
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| 100 |
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| 88 |
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| 69 |
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| 88 |
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| 98 |
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| 103 |
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The NAREIT All Equity Index |
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| 100 |
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| 114 |
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| 118 |
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| 162 |
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| 213 |
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| 239 |
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8
Name of Beneficial Owner |
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| Address of Beneficial Owner |
| Number of Shares |
| Percent of |
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Named Executive Officers and Directors |
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Steven Roth(3) |
| (4) |
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| 1,364,268 |
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| 27.18 | % |
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Russell B. Wight, Jr.(3)(5)(6) |
| (4) |
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| 1,374,568 |
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| 27.33 | % |
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David Mandelbaum(3)(6) |
| (4) |
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| 1,364,568 |
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| 27.13 | % |
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Michael D. Fascitelli |
| (4) |
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| — |
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| * |
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Neil Underberg(6) |
| (4) |
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| 2,900 |
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| * |
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Dr. Richard R. West(6) |
| (4) |
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| 10,200 |
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| * |
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Thomas R. DiBenedetto(6) |
| (4) |
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| 7,000 |
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| * |
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Arthur I. Sonnenblick(6) |
| (4) |
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| 5,950 |
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| * |
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Stephen Mann(6)(7) |
| (4) |
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| 600 |
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| * |
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Joseph Macnow(6) |
| (4) |
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| 35,000 |
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| * |
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All executive officers and directors as a group (10 persons)(6) |
| (4) |
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| 1,457,918 |
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| 28.58 | % |
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Other Beneficial Owners |
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Vornado Realty Trust(8) |
| (4) |
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| 1,654,068 |
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| 32.95 | % |
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Interstate Properties(3)(8) |
| (4) |
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| 1,354,568 |
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| 26.98 | % |
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Franklin Mutual Advisers, LLC(9) |
| 51 John F. Kennedy Parkway |
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| 481,865 |
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| 9.60 | % |
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Ronald Baron, Baron Capital |
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Capital Management, Inc.(10) |
| 767 Fifth Avenue |
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| 431,512 |
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| 8.60 | % |
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| New York, NY 10153 |
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* Percent of Number of Shares All Shares Address of Beneficial Owner Beneficially Owned (1)(2) Steven Roth(3) (4) 1,364,268 27.07 % Russell B. Wight, Jr.(3)(5)(6) (4) 1,372,568 27.19 % David Mandelbaum(3)(6) (4) 1,364,568 27.03 % Michael D. Fascitelli (4) — * Neil Underberg(6) (4) 1,900 * Dr. Richard R. West(6) (4) 10,200 * Thomas R. DiBenedetto(6) (4) 9,000 * Arthur I. Sonnenblick(6) (4) 5,000 * Stephen Mann(6)(7) (4) 600 * Joseph Macnow(6) (4) 25,000 * All executive officers and directors as a group (10 persons)(6) (4) 1,443,968 28.28 % Vornado Realty Trust(8) (4) 1,654,068 32.83 % Interstate Properties(3)(8) (4) 1,354,568 26.88 % Franklin Mutual Advisers, LLC(9) 51 John F. Kennedy Parkway
Short Hills, NJ 07078 486,065 9.65 % Ronald Baron, Baron Capital Group, Inc., BAMCO, Inc., Baron Capital Management, Inc.(10) 767 Fifth Avenue
New York, NY 10153 459,620 9.12 %
* | Less than 1%. | |
(1) | Unless otherwise indicated, each person is the direct owner of, and has sole voting power and sole investment power with respect to, such Shares. Numbers and percentages in the table are based on 5,038,950 Shares outstanding as of April 12, 2007. | |
(2) | The total number of Shares outstanding used in calculating this percentage assumes that all Shares that each person has the right to acquire within 60 days of the record date, pursuant to the exercise of options, are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the ownership percentage of any other person. | |
(3) | Interstate, a partnership of which Messrs. Roth, Wight and Mandelbaum are the general partners, owns 1,354,568 Shares. These Shares are included in the number of Shares and the percentage of all Shares of Interstate, Messrs. Roth, Wight and Mandelbaum. These gentlemen share investment power and voting power with respect to these Shares. |
8
(1) Unless otherwise indicated, each person is the direct owner of, and has sole voting power and sole investment power with respect to, such Shares. Numbers and percentages in the table are based on 5,025,000 Shares outstanding as of April 14, 2006.
(2) The total number of Shares outstanding used in calculating this percentage assumes that all Shares that each person has the right to acquire within 60 days, pursuant to the exercise of options, are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the ownership percentage of any other person.
(3) Interstate, a partnership of which Messrs. Roth, Wight and Mandelbaum are the general partners, owns 1,354,568 Shares. These Shares are included in the number of Shares and the percentage of all Shares of Interstate, Messrs. Roth, Wight and Mandelbaum. These gentlemen share investment power and voting power with respect to these Shares.
(4)
(4) | The address of such person(s) is c/o Alexander’s, Inc., 888 Seventh Avenue, New York, NY 10019. | |
(5) | Includes 9,000 Shares owned by the Wight Foundation, over which Mr. Wight holds sole voting power and sole investment power. Does not include 1,900 Shares owned by Mr. Wight’s children. Mr. Wight disclaims any beneficial interest in these Shares. | |
(6) | The number of Shares beneficially owned by the following persons includes the number of Shares indicated due to vesting of options: Russell B. Wight, Jr., David Mandelbaum, Dr. Richard R. West — 10,000 each; Thomas R. DiBenedetto — 5,000; Arthur I. Sonnenblick — 5,000; Neil Underberg — 1,400; Stephen Mann — 500; Joseph Macnow — 25,000; and all directors and executive officers as a group — 66,900. | |
(7) | Does not include 10 Shares owned by Mr. Mann’s son. Mr. Mann disclaims any beneficial interest in these Shares. | |
(8) | Interstate owns approximately 5%of the common shares of beneficial interest of Vornado. Interstate and its three general partners (Messrs. Roth, Mandelbaum and Wight, who are all directors of the Company and trustees of Vornado) own, in the aggregate, approximately 11%of the common shares of beneficial interest of Vornado. Interstate, its three general partners and Vornado own, in the aggregate, approximately 60% of the outstanding Shares of the Company. See “Certain Relationships and Related Transactions.” | |
(9) | Based on Amendment No. 5 to a Schedule 13G filed on January 13, 2007, Franklin Mutual Advisers, LLC has the sole power to vote or to direct the vote of, and the sole power to dispose or to direct the disposition of, 486,065 Shares. | |
(10) | Based on Amendment No. 5 to a Schedule 13G filed on February 14, 2007, Ronald Baron owns 459,620 Shares in his capacity as a controlling person of Baron Capital Group, Inc., BAMCO, Inc and Baron Capital Management, Inc and Baron Asset Fund. Mr. Baron disclaims beneficial ownership of these Shares to the extent such Shares are held by persons other than Baron Capital Group, Inc. (457,500 Shares). He also owns 7,120 Shares personally. Mr. Baron has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, 7,120 Shares and shared power to vote or direct the vote of 442,200 Shares, and to dispose or direct the disposition of, 452,200 Shares. Mr. Baron is the Chairman and Chief Executive Officer of Baron Capital Group, Inc., BAMCO, Inc. and Baron Capital Management, Inc and President and CEO of Baron Asset Fund. |
9
(5) Includes 11,000 Shares owned by the Wight Foundation, over which Mr. Wight holds sole voting power and sole investment power. Does not include 1,800 Shares owned by Mr. Wight’s children. Mr. Wight disclaims any beneficial interest in these Shares.
(6) The number of Shares beneficially owned by the following persons includes the number of Shares indicated due to vesting of options: Russell B. Wight, Jr., David Mandelbaum, Dr. Richard R. West — 10,000 each; Thomas R. DiBenedetto — 7,000; Arthur I. Sonnenblick — 5,950; Neil Underberg — 2,400; Stephen Mann — 500; Joseph Macnow — 35,000; and all directors and executive officers as a group — 80,850.
(7) Does not include 10 Shares owned by Mr. Mann’s son. Mr. Mann disclaims any beneficial interest in these Shares.
(8) Interstate owns 5.61% of the common shares of beneficial interest of Vornado. Interstate and its three general partners (Messrs. Roth, Mandelbaum and Wight, who are all directors of the Company and trustees of Vornado) own, in the aggregate, 12.1% of the common shares of beneficial interest of Vornado. Interstate, its three general partners and Vornado own, in the aggregate, approximately 60% of the outstanding Shares of the Company. See “Certain Relationships and Related Transactions.”
(9) Based on Amendment No. 4 to a Schedule 13G filed on February 9, 2004, Franklin Mutual Advisers, LLC has the sole power to vote or to direct the vote of, and the sole power to dispose or to direct the disposition of, 481,865 Shares.
(10) Based on Amendment No. 4 to a Schedule 13G filed on February 9, 2006, Ronald Baron owns 431,512 Shares in his capacity as a controlling person of Baron Capital Group, Inc., BAMCO, Inc. and Baron Capital Management, Inc. Mr. Baron disclaims beneficial ownership of these Shares to the extent such Shares are held by persons other than Baron Capital Group, Inc. (429,392 Shares). He also owns 7,120 Shares personally. Mr. Baron has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, 7,120 Shares and shared power to vote or direct the vote of 416,892 Shares, and to dispose or direct the disposition of, 424,392 Shares, including 395,500 and 403,000 Shares, respectively, purchased by BAMCO, Inc. for its investment advisory clients and 21,392 Shares purchased by Baron Capital Management, Inc. for its investment advisory clients. Mr. Baron is the Chairman and Chief Executive Officer of Baron Capital Group, Inc., BAMCO, Inc. and Baron Capital Management, Inc.
10
11
The only executive officeraverage of the Company that received cash compensation from the Company in 2005 is Stephen Mann, the Company’s Chief Operating Officer. Mr. Mann’s total cash compensation was $250,000. Nonehigh and low price of the Company’s other executive officerscommon stock on the New York Stock Exchange on that date. The Company accounts for stock-based compensation in accordance with Statement of Financial Accounting Standards 123R,Share-Based Payment(“SFAS 123R”).
11
The factors
management. In accordance with Federal securities law, we prohibit short sales by our officers of our equity securities.
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12
13
Option/SAR | ||||||||||||||||
Name and | Salary | Awards | Total | |||||||||||||
Principal Position | Year | ($) | ($)(1) | ($) | ||||||||||||
Steven Roth | 2006 | — | 60,925,000 | 60,925,000 | ||||||||||||
Chairman and Chief Executive Officer (Principal Executive Officer) | ||||||||||||||||
Michael D. Fascitelli | 2006 | — | 87,661,000 | 87,661,000 | ||||||||||||
President | ||||||||||||||||
Stephen Mann | 2006 | 250,000 | 250,000 | |||||||||||||
Chief Operating Officer | ||||||||||||||||
Joseph Macnow | 2006 | — | ||||||||||||||
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
(1) | Information in this column represents the amount of SARs compensation expense recognized for financial statement purposes. SARs are granted at 100% of the market price of our common stock on the date of the grant. Compensation expense for each SAR is measured by the excess of the stock price at the current balance sheet over the stock price at the previous balance sheet date. If the stock price is lower at the current balance sheet date, previously recognized expense is reversed, but not below zero. We account for stock-based compensation in accordance with SFAS 123R. Prior to the adoption of SFAS 123R, we accounted for stock-based compensation using the intrinsic value method. Under this method, we did not recognize compensation expense as the option exercise price equaled the market price of our common stock on the date of grant. |
14
All Other | ||||||||||||||||
Option/SAR | ||||||||||||||||
Awards: | ||||||||||||||||
Number of | Exercise or | Grant Date | ||||||||||||||
Securities | Base Price of | Fair Value | ||||||||||||||
Underlying | Option/SAR | of Awards | ||||||||||||||
Name | Grant Date | Options/SARs (#) | Awards ($/Sh) | ($) | ||||||||||||
Steven Roth | — | — | — | — | ||||||||||||
Michael D. Fascitelli | 1/10/06 | 350,000 | 243.83 | 9,145,000 | ||||||||||||
Stephen Mann | — | — | — | — | ||||||||||||
Joseph Macnow | — | — | — | — |
15
Option and SAR Awards | ||||||||||||||||
Number of | Number of | |||||||||||||||
Securities | Securities | |||||||||||||||
Underlying | Underlying | |||||||||||||||
Unexercised | Unexercised | Option/SAR | ||||||||||||||
Name and Applicable | Options/SARs (#) | Options/SARs (#) | Exercise Price | Option/SAR | ||||||||||||
Grant Date | Exercisable | Unexercisable | ($) | Expiration Date | ||||||||||||
Steven Roth | ||||||||||||||||
3/4/99(1) | 350,000 | — | 70.375 | 3/4/09 | ||||||||||||
Michael D. Fascitelli | ||||||||||||||||
3/4/99(1) | 150,000 | — | 70.375 | 3/4/09 | ||||||||||||
1/10/06(2) | 350,000 | — | 243.825 | 3/14/07 | ||||||||||||
Stephen Mann | ||||||||||||||||
3/4/99(3) | 500 | — | 70.375 | 3/4/09 | ||||||||||||
Joseph Macnow | ||||||||||||||||
3/4/99(3) | 25,000 | — | 70.375 | 3/4/09 |
(1) | These awards were originally granted as options and converted to SARs with the same strike price in 2000. They vested ratably over three years from the date of grant. | |
(2) | These awards of SARs vested on7/10/06 and were exercised on March 13, 2007. | |
(3) | These awards of options vested ratably over three years from the date of grant. |
Name |
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| Shares or Share |
| Value |
| Number of Securities |
| Value of Unexercised |
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Steven Roth |
|
| — |
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| — |
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| 350,000/0 |
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| 61,293,750/0 |
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Michael D. Fascitelli(1) |
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| 350,000 |
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| 60,837,000 |
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| 150,000/0 |
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| 26,268,750/0 |
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Joseph Macnow |
|
| — |
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| — |
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| 35,000/0 |
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| 6,129,375/0 |
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Stephen Mann |
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| 4,500 | (2) |
| 696,325 |
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| 500/0 |
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| 87,563/0 |
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(1) As noted above, Mr. Fasctelli was granted an additional 350,000 SARs in January of 2006.
(2) Represents number of shares with respect to which options were exercised. No shares were acquired upon exercise.
Option Awards | ||||||||
Shares or Share | ||||||||
Equivalents | ||||||||
Acquired on | Value | |||||||
Exercise | Realized | |||||||
Name | (#) | ($) | ||||||
Steven Roth | — | — | ||||||
Michael D. Fascitelli | — | — | ||||||
Joseph Macnow | 10,000 | 3,675,750 | ||||||
Stephen Mann | — | — |
The following table summarizes the status of the Company’s equity compensation plan at January 31, 2006.
Equity Compensation Plan Information
Plan Category |
|
|
| (a) |
| Weighted-average exercise |
| Number of securities remaining |
| |||||||
Equity compensation plans approved by security holders |
|
| 80,850 |
|
|
| $ | 70.38 |
|
|
| 895,000 | (1) |
| ||
Equity compensation plans not approved by security |
|
| N/A |
|
|
| N/A |
|
|
| N/A |
|
| |||
Total |
|
| 80,850 |
|
|
| $ | 70.38 |
|
|
| 895,000 | (1) |
|
(1) Excludes 850,000 stock appreciation rights outstanding as of January 31, 2006, which, upon exercise, would have increased the number of securities available for future grant under the equity compensation plan. The Company’s previous Omnibus Stock plan expired on April 3, 2006.
16
Company’s Board of Director’s for 2006.
Fees Earned or Paid in Cash | ||||
Name | and Total Compensation ($) | |||
Steven Roth | 31,500 | |||
Michael D. Fascitelli | 31,500 | |||
Thomas R. DiBenedetto | 52,000 | |||
David Mandelbaum | 31,500 | |||
Arthur I. Sonnenblick | 51,500 | |||
Neil Underberg | 51,500 | |||
Richard R. West | 52,000 | |||
Russell B. Wight, Jr. | 31,500 |
14
17
The Company is
The
Such amounts are payable annually in an amount not to exceed $2,500,000, with interest at 9% per annum on the unpaid balance.
On July 6, 2005, the Company completed a $320,000,000 mortgage financing of the retail space at its 731 Lexington Avenue Property. In connection therewith, the Company repaid the remaining balance of the construction loan and the $124,000,000 loan to the Company from Vornado. In addition, the Company paid Vornado the unpaid balance (which was then due) of the development fee of $20,624,000 and $6,300,000 for the Completion Guarantee Fee.
18
19
consolidated financial statements has been carried out in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States), that the consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America, that Deloitte & Touche LLP is in fact “independent” or the effectiveness of the Company’s internal controls.
| |
| |
|
20
The purpose of the Company’s 2006 Omnibus Stock Plan (the “Plan”) will be to promote the financial interests of the Company by encouraging employees and officers of the Company and its subsidiaries, employees of Vornado and its subsidiaries or any other person or entity providing services to the Company as may be designated by the Committee (as defined below) (collectively “Eligible Persons”) to acquire an ownership interest in the Company, enhancing its ability to attract and retain people or entities of outstanding ability and providing such persons with a way to acquire or increase their proprietary interest in the Company’s success. Approval of the adoption of the Plan requires the affirmative vote of a majority of the outstanding shares of Common Stock represented and entitled to vote at the Annual Meeting. The text of the Plan is set forth in Annex B and the following description is qualified in its entirety by reference to Annex B.
Under the Plan, Eligible Persons may be granted awards of stock options, stock appreciation rights, performance share awards, restricted share awards and other share-based awards, in each case, with or without the right to dividends or dividend equivalents. The Plan will be administered by the Omnibus Stock Plan Committee or by a committee to be selected by the Board, from time to time (the “Committee”), which is comprised exclusively of non-employee Directors, each of whom is a “non-employee director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and an “outside director” within the meaning of Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the “Code”). The Committee will be authorized to select Eligible Persons to receive awards, determine the type of awards to be made, determine the number of shares of Common Stock or share units subject to any award and the other terms and conditions of such awards. All Eligible Persons who have demonstrated significant management potential or who have the capacity for contributing in a substantial measure to the successful performance of the Company, as determined by the Committee, will be eligible to receive awards under the Plan. As such criteria are subjective in nature, the Company cannot accurately estimate the number of persons who may be included in such class from time to time. Each officer of the Company could be granted awards under the Plan.
The awards will not be assignable or transferable except by will or the laws of descent and distribution and no right or interest of any participant may be subject to any lien, obligation or liability of the holder. The maximum aggregate number of shares of Common Stock that may be issued pursuant to awards will be 895,000, subject to adjustment in accordance with the terms of the Plan. The Plan became effective on April 4, 2006, subject to the approval of the Company’s stockholders, and will have a term of 10 years. The Plan may be amended or terminated by the Board at any time.
Under Section 162(m), the Company’s deductions for compensation paid to the Chief Executive Officer or any of the four most highly compensated executive officers, other than the Chief Executive Officer, are limited to $1 million in any year unless certain requirements related to performance-based compensation are satisfied. In order for awards to satisfy the requirements of performance-based compensation; it is necessary to specify an aggregate number of shares that can be subject to awards granted to any participant. The Plan provides that a participant may not be granted stock options and stock appreciation rights with respect to more than 895,000 shares of Common Stock.
Awards under the Plan are determined by the Committee in its discretion. For this reason, it is not possible to determine the benefits and amounts that will be received by any individual participant or group of participants in the future.
Options may be either “incentive stock options” within the meaning of Section 422 of the Code or “nonqualified” stock options; provided, however, that only employees of the Company or its subsidiaries may receive incentive stock options. Stock options entitle the holder to purchase shares of Common Stock at a per share price determined by the Committee which in no event may be less than the fair market value of the Common Stock on the date of grant. For incentive stock options granted to persons owning more than 10% of the outstanding Common Stock, the option price may not be less than 110% of the fair market value per share of Common Stock at the date of grant. In addition, no employee may receive incentive stock options that, in the aggregate, entitle the employee to purchase, in any calendar year during which such options first become exercisable, stock in the Company, any parent or any subsidiary having a fair market value in excess of $100,000. Stock options will be exercisable for such period as will be determined by the Committee, but in no event may options be exercisable after 10 years from the date of grant. In addition, in the case of a 10% stockholder, incentive stock options may not be exercised after five years from the date of grant. The option price for shares of Common Stock purchased upon the exercise of an option must be paid in full at the time of exercise and may be paid in cash, by tender of unrestricted shares of Common Stock or withholding of shares subject to the option, or by a combination of cash and unrestricted and withheld shares of Common Stock.
The Plan provides for the grant of “reload stock options,” at the discretion of the Committee, to a participant who uses common shares owned by the participant to pay all or a part of the exercise price of a stock option (including a reload stock option). A reload stock option will cover the number of shares tendered in payment of the exercise price and will have a per share exercise price not less than the fair market value of the common shares on the date of grant of the reload stock option.
Upon the grant or exercise of an incentive stock option, no income will be recognized by the optionee for Federal income tax purposes, and the Company will not be entitled to any deduction. If the shares of Common Stock acquired upon exercise are not disposed of within the one-year period beginning on the date of the transfer of the shares of Common Stock to the optionee, nor within the two-year period beginning on the date of the grant of the option, any gain or loss realized by the optionee upon the disposition of such shares will be taxed as long-term capital gain or loss. In such event, no deduction will be allowed to the Company. If the shares of Common Stock are disposed of within the one-year or two-year periods referred to above, the excess of the fair market value of the shares of Common Stock on the date of exercise (or, if less, the fair market value on the date of disposition) over the exercise price will be taxable as ordinary income to the optionee at the time of disposition, and the Company will be entitled to a corresponding deduction. The amount by which the fair market value of shares of Common Stock at the time of exercise of an incentive stock option exceeds the option price will constitute an item of tax preference that subjects the optionee to the alternative minimum tax. Whether the optionee will be subject to such tax depends on the facts and circumstances applicable to the individual.
Upon the grant of a nonqualified option, no income will be realized by the optionee, and the Company will not be entitled to any deduction. Upon the exercise of such an option, the amount by which the fair market value of the shares of Common Stock at the time of exercise of the option exceeds the exercise price will be taxed as ordinary income to the optionee and the Company will be entitled to a corresponding deduction.
Stock appreciation rights entitle the holder to receive from the Company an amount equal to the amount by which the fair market value of a share of Common Stock on the date of exercise exceeds the grant price, which price may not be less than 100% of the fair market value of a share of Common Stock on the date of grant. Stock appreciation rights may be granted in tandem with a stock option, in addition to a stock option or may be freestanding and unrelated to a stock option and may not be exercised earlier than six months after grant except in the event of the holder’s death or disability. The Committee is authorized to determine whether a stock appreciation right will be settled in cash, shares of Common Stock or a combination thereof.
Upon the grant of a stock appreciation right, no income will be realized by the optionee and the Company will not be entitled to any deduction. Upon the exercise of a stock appreciation right, the amount by which the fair market value of the shares of Common Stock at the time of exercise exceeds the grant price will be taxed as ordinary income to the optionee and the Company and will be entitled to a corresponding deduction.
Performance share awards consist of a grant of actual shares of Common Stock or share units having a value equal to an identical number of shares of Common Stock in amounts determined by the Committee at the time of grant. Performance share awards consisting of actual shares of Common Stock entitle the holder to receive shares of Common Stock in an amount based upon performance conditions of the Company over a performance period as determined by the Committee at the time of grant. Such performance share awards may provide the holder with voting rights prior to vesting. Performance share awards consisting of share units entitle the holder to receive the value of such units in cash, shares of Common Stock or a combination thereof based upon performance conditions and over a performance period as determined by the Committee at the time of grant. In general, at the time of vesting or payment of a performance share award, the holder of the award will recognize ordinary income in the amount of the fair market value of the shares of Common Stock subject to the award and the Company will be entitled to a corresponding deduction.
Restricted share awards consist of a grant of actual shares of Common Stock or share units having a value equal to an identical number of shares of Common Stock. Restricted share awards consisting of actual shares of Common Stock entitle the holder to receive shares of Common Stock. Such restricted share awards may provide the holder with voting rights prior to vesting. Restricted share awards consisting of share units entitle the holder to receive the value of such units in cash, shares of Common Stock or a combination thereof as determined by the Committee. The employment conditions and the length of the period for vesting of restricted share awards will be established by the Committee at time of grant. In general, at the time of vesting or payment of a restricted share award, the holder of the award will recognize ordinary income in the amount of the fair market value of the shares of Common Stock subject to the award and the Company will be entitled to a corresponding deduction.
Other share-based awards may be valued in whole or in part by reference to or based on shares of Common Stock and generally may take any form that the Committee determines is consistent with the interests of the Company and the purpose of the Plan.
Performance-Based Compensation
Performance share awards, restricted share awards and other share-based awards may be conditioned on the attainment of performance goals, in order to qualify as performance-based compensation under Section 162(m). Performance goals used for this purpose may be established with respect to the Company and its subsidiaries or any of their subsidiaries, divisions, operating units or investments, and may include earnings per share, EBITDA, cash flow, net income, net earnings, funds from operations, net worth, book value, fair value, return on equity, return on assets, return on investments, share price or shareholder return.
The Board of Directors unanimously recommends that you mark your proxy “FOR” the approval of the 2006 Omnibus Stock Plan.
21
The aggregate
above.
approves engagement letters for the services described above under “Audit Fees” before the provision of those
21
22
2008.
28, 2007.
| |
| |
|
23
24
I. | Committee Membership: The Audit Committee of Alexander’s, Inc. (the “Company”) shall be comprised of at least three directors, each of whom the Board has determined qualified as “independent” under the Corporate Governance Rules of The New York Stock Exchange, Inc. and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. In addition, the Board shall determine that each member of the Audit Committee is “financially literate,” and that one member of the Audit Committee has “accounting or related financial management expertise,” as such qualifications are interpreted by the Board of Directors in its business judgment, and whether any member of the Audit Committee is an “audit committee financial expert,” as defined by the rules of the Securities and Exchange Commission (the “SEC”). If the Board has determined that a member of the Audit Committee is an audit committee financial expert, it may presume that such member has accounting or related financial management expertise. |
II. | Committee Purposes: The purposes of the Audit Committee are to: |
A-1
III. | Committee Duties and Responsibilities: To carry out its purposes, the Audit Committee shall have the following duties and responsibilities: |
A-2
• | deficiencies, including significant deficiencies or material weaknesses, in internal control identified during the audit or other matters relating to internal control over financial reporting; | |
• | consideration of fraud in a financial statement audit; | |
• | detection of illegal acts; | |
• | the independent auditors’ responsibility under generally accepted auditing standards; | |
• | any restriction on audit scope; | |
• | significant accounting policies; | |
• | significant issues discussed with the national office respecting auditing or accounting issues presented by the engagement; |
A-3
• | management judgments and accounting estimates; | |
• | any accounting adjustments arising from the audit that were noted or proposed by the auditors but were passed (as immaterial or otherwise); | |
• | the responsibility of the independent auditors for other information in documents containing audited financial statements; | |
• | disagreements with management; | |
• | consultation by management with other accountants; | |
• | major issues discussed with management prior to retention of the independent auditors; | |
• | difficulties encountered with management in performing the audit; | |
• | the independent auditors’ judgments about the quality of the entity’s accounting principles; | |
• | reviews of interim financial information conducted by the independent auditors; and | |
• | the responsibilities, budget and staffing of the Company’s internal audit function; |
• | to discuss the scope of the annual audit; | |
• | to discuss the annual audited financial statements and quarterly financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; | |
• | to discuss any significant matters arising from any audit, including any audit problems or difficulties, whether raised by management, the internal auditing function or the independent auditors, relating to the Company’s financial statements; | |
• | to discuss any difficulties the independent auditors encountered in the course of the audit, including any restrictions on their activities or access to requested information and any significant disagreements with management; | |
• | to discuss any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditors to the Company; | |
• | to review the form of opinion the independent auditors propose to render to the Board of Directors and shareholders; and | |
• | to discuss, as appropriate: (a) any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies; (b) analyses prepared by managementand/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including |
A-4
analyses of the effects of alternative GAAP methods on the financial statements; and (c) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company; |
A-5
IV. | Committee Structure and Operations: The Board shall designate one member of the Committee as its chairperson. In the event of a tie vote on any issue, the chairperson’s vote shall decide the issue. The Audit Committee shall meet once every fiscal quarter, or more frequently if circumstances dictate, to discuss with management the annual audited financial statements and quarterly financial statements, as applicable. The Audit Committee should meet separately at least quarterly with management, the director of the internal auditing function and the independent auditors to discuss any matters that the Audit Committee or any of these persons or firms believe should be discussed privately. The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditors to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. Members of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other. |
V. | Delegation to Subcommittee: The Audit Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Audit Committee. The Audit Committee may, in its discretion, delegate to one or more of its members the authority to pre-approve any audit or non-audit services to be performed by the independent auditors, provided that any such approvals are presented to the Audit Committee at its next scheduled meeting. |
VI. | Performance Evaluation: The Audit Committee shall prepare and review with the Board an annual performance evaluation of the Audit Committee, which evaluation shall compare the performance of the Audit Committee with the requirements of this charter. The performance evaluation shall also recommend to the Board any improvements to the Audit Committee’s charter deemed necessary or desirable by the Audit Committee. The performance evaluation by the Audit Committee shall be conducted in such manner as the Audit Committee deems appropriate. The report to the Board may take the form of an oral report by the chairperson of the Audit Committee or any other member of the Audit Committee designated by the Audit Committee to make the report. |
VII. | Resources and Authority of the Audit Committee: The Audit Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special or independent counsel, accountants or other experts and advisors, as it deems necessary or appropriate, without seeking approval of the Board or management. |
A-6
The Company shall provide for appropriate funding, as determined by the Audit Committee, in its capacity as a committee of the Board, for payment of: |
A-7
B-1
B-2
B-3
I. | Introduction |
II. Board Composition
II. | Board Composition |
· The size of the Board should facilitate substantive discussions of the whole Board in which each Director can participate meaningfully; and
· The composition of the Board should encompass a broad range of skills, expertise, industry knowledge, diversity of opinion and contacts relevant to the Company’s business.
III. Selection of Chairman of the Board and Chief Executive Officer
• | The size of the Board should facilitate substantive discussions of the whole Board in which each Director can participate meaningfully; and | |
• | The composition of the Board should encompass a broad range of skills, expertise, industry knowledge, diversity of opinion and contacts relevant to the Company’s business. |
III. | Selection of Chairman of the Board and Chief Executive Officer |
IV. Selection of Directors
IV. | Selection of Directors |
· Personal qualities and characteristics, accomplishments and reputation in the business community;
· Current knowledge and contacts in the communities in which the Company does business and in the Company’s industry or other industries relevant to the Company’s business;
· Ability and willingness to commit adequate time to Board and committee matters;
· The fit of the individual’s skills and personality with those of other Directors and potential Directors in building a Board that is effective, collegial and responsive to the needs of the Company; and
· Diversity of viewpoints, experience and other demographics.
• | Personal qualities and characteristics, accomplishments and reputation in the business community; | |
• | Current knowledge and contacts in the communities in which the Company does business and in the Company’s industry or other industries relevant to the Company’s business; | |
• | Ability and willingness to commit adequate time to Board and committee matters; | |
• | The fit of the individual’s skills and personality with those of other Directors and potential Directors in building a Board that is effective, collegial and responsive to the needs of the Company; and | |
• | Diversity of viewpoints, experience and other demographics. |
C-1
For purposes of these standards, references to the “Company” will mean Alexander’s, Inc. and its consolidated subsidiaries.
(i) $1 million; or
(ii) 2% of the other organization’s consolidated gross revenues for the fiscal year in which the payments were made.
(i) | $1 million; or |
(ii) | 2% of the other organization’s consolidated gross revenues for the fiscal year in which the payments were made. |
(i) his or his family member’s position as a director with an organization doing business with the Company; or
(ii) his or his family member’s beneficial ownership in an organization doing business with the Company so long as the level of beneficial ownership in the organization is 25% or less, or less than the Company’s beneficial ownership in such organization, whichever is greater.
(i) | his or his family member’s position as a director with an organization doing business with the Company; or |
(ii) | his or his family member’s beneficial ownership in an organization doing business with the Company so long as the level of beneficial ownership in the organization is 25% or less, or less than the Company’s beneficial ownership in such organization, whichever is greater. |
(i) | $1 million; or |
(ii) | 2% of the organization’s consolidated gross revenues for that fiscal year. |
C-2
(i) $1 million; or
(ii) 2% of the organization’s consolidated gross revenues for that fiscal year.
Company was indebted at the end of the Company’s most recent fiscal year so long as that total amount of indebtedness is not in excess of 5% of the Company’s total consolidated assets.(i) $1 million; or(ii) 2% of the individual’s net worth.(i) $1 million; or (ii) 2% of the individual’s net worth. (i) a Director;(ii) a Director’s immediate family member;(iii) an affiliate of a Director or an affiliate of a Director’s immediate family member;(i) a Director; (ii) a Director’s immediate family member; or (iii) an affiliate of a Director or an affiliate of a Director’s immediate family member;
C-3
V. Election TermV. Election Term VI. Retirement of DirectorsVI. Retirement of Directors VII. Board MeetingsVII. Board Meetings VIII. Executive SessionsVIII. Executive Sessions
C-4
IX. The Committees of the Board
IX. | The Committees of the Board |
X. Management Succession
X. | Management Succession |
XI. Executive Compensation
XI. | Executive Compensation |
XII. Board Compensation
XII. | Board Compensation |
C-5
XIII. Expectations of Directors
XIII. | Expectations of Directors |
C-6
C-7
7
• | promote honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; | |
• | promote full, fair, accurate, timely and understandable disclosure; | |
• | promote compliance with applicable laws and governmental rules and regulations; | |
• | ensure the protection of the Company’s legitimate business interests, including corporate opportunities, assets and confidential information; and | |
• | deter wrongdoing. |
Subject to adjustment as provided in Section 16, the number of shares of Common Stock, par value $1.00 per share, of the Company (the “Shares”) which shall be available for issuance under the Plan shall not exceed 895,000. Awards granted under the Plan shall reduce the available Shares under the Plan by the number of Shares with respect to which the awards are made; provided that Shares subject to an award that expires unexercised, that is forfeited, terminated or canceled, or is paid in cash in lieu of Shares, and Shares tendered or withheld to pay the exercise price or withholding taxes under an award, shall again be available for grant under the Plan; and, provided, further, that an award that may be settled only in cash shall not reduce the available Shares under the Plan. No Participant (as defined below) shall be granted awards under the Plan with respect to more than an aggregate number of 895,000 Shares, subject to adjustment as provided in Section 16. The Shares issued under the Plan may be authorized and unissued Shares or treasury Shares, as the Company may from time to time determine.
The Plan shall be administered by the Omnibus Stock Plan Committee of the Company’s Board of Directors (the “Board”) or by such other committee comprised of no fewer than two members of the Board as may be selected by the Board from time to time (in each case, the “Committee”). Each member of the Committee shall be a member of the Board who is a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 and an “outside director” within the meaning of Section 162(m)(4)(C) of the Internal Revenue Code of 1986 (the “Code”). A majority of the Committee shall constitute a quorum, and the acts of a majority shall be the acts of the Committee.
Subject to the provisions of the Plan, the Committee (i) shall select the Eligible Persons who will be participants in the Plan (the “Participants”) and determine the type of awardsexpected to be made to Participants andfamiliar with the Shares or share units subject to awards, and (ii) shall have the authority to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of all agreements entered into hereunderCode and to make all determinations necessary or advisable for the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any award in the manneradhere to those principles and to the extent it shall deem desirable to carry it into effect. The determinations of the Committee in the administration of the Plan, as described herein, shall be final and conclusive.
All Eligible Persons who have demonstrated significant management potential or who have the capacity for contributing in a substantial measure to the successful performance of the Company, as determined by the Committee, shall be eligible to be Participants in the Plan.
Awards granted under the Plan may consist of stock options, stock appreciation rights, performance share awards, restricted share awards, and other share-based awards. Awards may provide the Participant with dividends or dividend equivalents and performance share awards, restricted share awards and other share-based awards granted in the form of Shares may provide the Participant with voting rights prior to vesting (whether based on a period of time or based on attainment of specified performance conditions), in each case, asprocedures set forth in the Code that apply to them. The Company may set forth more detailed policies and procedures in an employee manual that are separate from and are not part of this Code. In the event of any conflict between the provisions of this Code and the Company’s employee manual, the provisions of this Code will govern. Recognizing that no code can describe every circumstance in which directors, officers and employees might be confronted with ethical and legal challenges, in addition to compliance with the Code and applicable agreement.
Stock optionslaws, rules and regulations, all employees, officers and directors are expected to observe the highest standards of business and personal ethics in the discharge of their assigned duties and responsibilities.
D-1
• | Act with integrity, including being honest and candid, while still maintaining the confidentiality of information where required or consistent with the Company’s policies. | |
• | Observe both the form and spirit of laws and governmental rules and regulations, accounting standards and Company policies. | |
• | Adhere to a high standard of business ethics. |
If determined by the Committee at or after the date of grant of a stock option, in the event a Participant pays the exercise price of such stock option (in whole or in part) by tendering Shares owned by the Participant, such Participant shall automatically be granted a reload stock option for the number of Shares used to pay the exercise price. Reload stock options shall be subject to such terms and conditions as may be determined by the Committee, consistent with this Section 6. If a reload stock option is granted as set forth above, unless otherwise determined by the Committee, one or more successive reload stock options shall automatically be granted to a Participant who pays all or part of the exercise price of any such reload stock option by tendering Shares owned by the Participant. Shares subject to such reload stock option grants shall not be treated as Shares issued under the Plan in determining the aggregate number of Shares available for issuance pursuant to the first sentence of Section 2.
Stock appreciation rights may be granted in tandem with a stock option, in addition to a stock option, or may be freestanding and unrelated to a stock option. Stock appreciation rights granted in tandem with or in addition to a stock option may be granted either at the same time as the stock option
or at a later time. No stock appreciation right shall be exercisable earlier than six months after grant, except in the event of the Participant’s death or disability. A stock appreciation right shall entitle the Participant to receive from the Company, upon exercise, an amount equal to the increase of the fair market value of the Shares subject to the stock appreciation right over the grant price, which price shall not be less than 100% of the fair market value of the Shares on the date of grant. The Committee, in its sole discretion, shall determine whether the stock appreciation right shall be settled in cash, Shares or a combination of cash and Shares.
Performance share awards may be granted in the form of actual Shares or share units having a value equal to an identical number of Shares. In the event that a certificate is issued in respect of Shares subject to a performance share award, such certificate shall be registered in the name of the Participant but shall be held by the Company until the time the Shares subject to the award are earned. The performance conditions and the length of the performance period of performance share awards shall be determined by the Committee. The Committee, in its sole discretion, shall determine whether performance share awards granted in the form of share units shall be paid in cash, Shares, or a combination of cash and Shares.
Restricted share awards may be granted in the form of actual Shares or share units having a value equal to an identical number of Shares. In the event that a certificate is issued in respect of Shares subject to a restricted share award, such certificate shall be registered in the name of the Participant but shall be held by the Company until the end of the restricted period. The employment conditions and the length of the period for vesting of restricted share awards shall be established by the Committee at time of grant. The Committee, in its sole discretion, shall determine whether restricted share awards granted in the form of share units shall be paid in cash, Shares, or a combination of cash and Shares.
Other share-based awards that are valued in whole or in part by reference to or otherwise based on Shares, may be granted in such form and with such terms and provisions as the Committee shall determine to be consistentinterfere with the interests of the Company. A conflict of interest can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. For example, a conflict of interest would arise if a director, officer or employee, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.
• | any significant ownership interest in any tenant or service provider; |
D-2
• | any consulting or employment relationship with any tenant, service provider, supplier or competitor; | |
• | any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Company; | |
• | the receipt of non-nominal gifts or excessive entertainment from any company with which the Company has current or prospective business dealings; | |
• | being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member; and | |
• | selling anything to the Company or buying anything from the Company. |
D-3
• | Notify their Code of Ethics Contact Person promptly of any existing or potential violation of this Code. | |
• | Not retaliate against any other director, officer or employee for reports of potential violations that are made in good faith. |
11. Performance-Based Compensation
Payment of any award that is intended to qualify as “performance based compensation” under Section 162(m)Chairman of the Code, other thanAudit Committee shall take all action they consider appropriate to investigate any violations reported to them. If a stock optionviolation has occurred, the Company will take such disciplinary or stock appreciation right, shall be conditioned upon the attainment of one or more performance goals established by the Committee subject to and in accordancepreventive action as it deems appropriate, after consultation with the applicable requirements under Section 162(m)Board of Directorsand/or the Chairman of the Code. Performance goals used for this purpose may include earnings per share, EBITDA, cash flow, net income, net earnings, funds from operations, net worth, book value, fair value, return on equity, return on assets, return on investment, share price or shareholder return, in each case, determined with the respect to the Company and its subsidiaries or any subsidiary, division, operating unit or investment thereof.
Each award under the Plan shall be evidenced by an agreement setting forth the terms and conditions, as determined by theAudit Committee, which shall apply to such award, in addition to the terms and conditions specified in the Plan.
The Company shall have the right to deduct from any payment to be made pursuant to the Plan, or to require prior to the issuance or delivery of any Shares or the payment of cash under the Plan, any taxes required by law to be withheld therefrom. The Committee, in its sole discretion, may permit a Participant to elect to satisfy any such withholding obligation by having the Company retain the number of Shares whose fair market value equals the amount required to be withheld. Any fraction of a Share required to satisfy such obligation shall be disregarded and the amount due shall instead be paid in cash to the Participant.
Except as may otherwise be determined by the Committee with respect to the transferability of stock options by a Participant to such Participant’s immediate family members (or trusts, partnerships, or limited liability companies established for such immediate family members), no award under the Plan shall be assignable or transferable except by will or the laws of descent and distribution, and no right or interest of any Participant shall be subject to any lien, obligation or liability of the Participant. For this purpose, immediate family member means, except as otherwise defined by the Committee, the Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half brothers and sisters), in-laws and persons related by reason of legal adoption. Such transferees may transfer a stock option only by will or the laws of descent or distribution. A stock option transferred pursuant to this Section 14 shall remain subject to the provisions of the Plan, and shall be subject to such other rules as the Committee shall determine. Upon transfer of a stock option, any related stock appreciation right shall be canceled. Except in the case of a holder’s incapacity, an award shalldirector or executive officer, or the Company’s internal corporation counsel, in the case of any other employee.
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No person shall have any claim
Company’s assets and ensure their efficient use. All Company assets should be used only for legitimate business purposes.
In the event of any changeDirectors believes it to be in the outstanding Shares by reasonbest interest of any share dividend or split, recapitalization, merger, consolidation, spinoff, combination or exchange of Shares or other corporate change, or any distributions to Common Stockholders other than regular cash dividends, the Committee shall make such substitution or adjustment, if any, as it deems to be equitable, as to the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan and
to outstanding awards; exceptCompany that the Committee shalldirectors, officers and employees of the Company act in a manner consistent with this Code and that such persons should not be required to makesuffer harm for doing so. Accordingly, the Company will not take action against any such substitutiondirector, officer or adjustment that would cause an award to fail to satisfyemployee of the conditionsCompany for any action taken or not taken in good faith compliance with the provisions of an applicable exception from the requirements of Section 409A of thethis Code or otherwise to violate the applicable requirements thereof.
The Board may amend or terminate the Plan or any portion thereof at any time; provided that no amendment shall be made without stockholder approval if such approval is necessary under applicable rules, regulations or law.
Except as provided in Section 5, a Participant shall have no rights as a stockholder with respect to any Shares issuable upon exercise of any award hereunder until the Participant (or the Participant’s nominee) shall have become the holder of record of such Shares and, subject to Section 16, no adjustment shall be made for dividends or distributions or other rights in respect of any Share for which the record date is prior to the date on which the Participant shall become the holder of record thereof.
The Plan shall become effective on April 4, 2006, subject to the approval of the Company’s stockholders, and, if such approval is not obtained, the Plan and any awards made thereunder shall be void ab initio. Subject to earlier termination pursuant to Section 17, the Plan shall have a term of ten years from its effective date.
20. Nonqualified Deferred Compensation
Unless otherwise expressly provided inBoard, or, as contemplated hereby, the applicable agreement, the Plan and the awards granted under the Plan are not intended to provide for the “deferralCode of compensation” within the meaning of Section 409A(d)(1)Ethics Contact Person. Each director, officer or employee of the Code, and they shallCompany will be interpreted and construed in accordance with such intent. Notwithstandingentitled to rely upon the foregoing and anything to the contrary in the Plan or any agreement thereunder, if any provisionprovisions of the Plan or any such agreement would cause the requirements of Section 409A of the Code to be violated, or otherwise cause any Participant to be subject to interest or the additional income tax under Section 409A of the Code, then such provision may be modified by the Committee in any reasonable manner that the Committee deems appropriate; provided that the Committee shall preserve the intent of such provision to the extent reasonably practicable without violating the requirements of Section 409A.this Section.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALEXANDER’S, INC. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSAL 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREþ
ALEXANDER’S, INC. PROXY The undersigned stockholder, revoking all prior proxies, hereby appoints Steven Roth and Michael D. Fascitelli, or either of them, as proxies, each with full power of substitution, to attend the Annual Meeting of Stockholders of Alexander’s, Inc., a Delaware corporation (the “Company”), to be held at the Saddle Brook Marriott, Interstate 80 and the Garden State Parkway, Saddle Brook, New Jersey 07663 on Thursday, May THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF THIS PROXY IS EXECUTED BUT NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED 1) “FOR” THE ELECTION OF DIRECTORS, 2) “FOR” THE (Continued and to be executed on the reverse side.)
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