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URSTADT BIDDLE PROPERTIES INC.
321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830
_________________________
_________________________
1. | To elect four directors to serve for three years; |
2. | To ratify the appointment of PKF O’Connor Davies, as the independent registered public accounting firm of the Company for one year; and |
3. | To transact such other business as may properly come before the meeting or any adjournment thereof. |
1.To elect one director to serve for two years and three directors to serve for three years;
2.To ratify the appointment of PKF O'Connor Davies, a division of O'Connor Davies, LLP, as the independent registered public accounting firm of the Company for one year;
3.To consider an amendment to the Company’s Charter to increase the number of authorized shares of stock;
4.To consider an amendment to the Company’s Charter to permit the Board of Directors to make changes in the number of authorized shares of stock without additional approval from stockholders;
5. To consider an amendment to the Company’s Charter to reduce the percentage required for approval of certain stockholder votes from two-thirds to a majority;
6.To consider an amendment to the Company's Restricted Stock Award Plan; and
7.To transact such other business as may properly come before the meeting or any adjournment thereof.
Stockholders of record of the Company'sCompany’s Class A Common Shares and Common Shares as of the close of business on January 22, 201326, 2015 are entitled to notice of and to vote at the Meeting.
By Order of the Directors | |||||||
THOMAS D. MYERS | Secretary | ||||||
URSTADT BIDDLE PROPERTIES INC.
•FOR the election of the four directors;
•
•FOR the amendment to the Company's Charter to increase the number of authorized shares of stock;
•FOR the amendment to the Company’s Charter to permit the Board of Directors to make changes in the number of authorized shares of stock without additional approval from stockholders;
•FOR the amendment to the Company’s Charter to reduce the percentage required for approval of certain stockholder votes from two-thirds to a majority;
•FOR the amendment to the Company's Restricted Stock Award Plan; and
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PROPOSAL 1
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Experience, Qualifications, Key Attributes and Skills:Mr. Conway has served in numerous executive roles in both the public and private sectors, including as a Directordirector for many publicly traded corporations. He served for twenty years as Chairman and Director of The Seamen'sSeamen’s Bank for Savings, FSB and for six years as Chairman of the New York Metropolitan Transportation Authority. Mr. Conway is a former Chairman of the Financial Accounting Standards Advisory Council and has served on the Audit Committeesaudit committees of a number of public corporations. In addition to his executive corporate and financial background, Mr. Conway can offer insight into legal and regulatory matters as well, having graduatedcum laude from Yale University Law School. These experiences have provided Mr. Conway with a very broad range of leadership, investment, risk management, strategic planning and operational skills that have proven veryextremely valuable to the Company.
At the Annual Meeting, the stockholders of the Company will be requested to elect one Director to serve among the Directors comprising Class III and three Directors comprising Class I. The affirmative vote of the holders of not less than a majority of the total combined voting power of all classes of stock entitled to vote and present at the Annual Meeting, in person or by proxy, subject to quorum requirements, will be required to elect a Director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FORAPPROVAL OF THE NOMINEES FOR ELECTION AS DIRECTORS.
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INFORMATION CONCERNING CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
Class II Directors with Terms Expiring in 20142017
Class III Directors with Terms Expiring in 2015
Robert R. Douglass, age 81, is Vice-Chairman of the Board of Directors and has served as a Director of the Company since 1991. Currently, Mr. Douglass is of Counsel to Milbank, Tweed, Hadley and McCloy, attorneys. He also serves as Chairman of the Downtown Lower Manhattan Association; Chairman of the Alliance for Downtown New York and as a Director of the Lower Manhattan Development Corporation. Mr. Douglass previously served as Chairman and Director, Clearstream International (2000-2004); Chairman and Director, Cedel International (1994-2002); Vice Chairman and Director, The Chase Manhattan Corporation (1985-1993); Executive Vice President, General Counsel and Secretary of The Chase Manhattan Corporation (1976-1985); and as General Counsel (1965 - 1970) and Secretary (1971 - 1972) to New York State's former Governor Nelson A. Rockefeller. Mr. Douglass is a former Trustee of Dartmouth College (1983 - 1993).
Experience, Qualifications, Key Attributes and Skills:Mr. Douglass' distinguished career has involved senior roles in both the public and private sector. He has served as a Director of many publicly traded companies. In his positions as former Vice Chairman and Director of The Chase Manhattan Corporation, and as former Executive Vice President, General Counsel and Secretary of The Chase Manhattan Corporation, Mr. Douglass acquired experience in planning corporate strategies and assessing
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regulatory, financial, and operational risks that make him a valuable asset to our Board. As an attorney, Mr. Douglass has counseled large corporations on the kinds of legal and regulatory issues faced by the Company and his understanding of corporate governance issues and governmental relations facilitates his role as Chairman of our Nominating and Corporate Governance Committee.
George H.C. Lawrence, age 75, has served as a Director of the Company since 1988. Mr. Lawrence currently serves as President and Chief Executive Officer of Lawrence Properties, Inc. (since 1970). Mr. Lawrence is an Honorary Trustee of Sarah Lawrence College and serves as a Director of the Westchester County Association and as Chairman and Director of Kensico Cemetery.
Experience, Qualifications, Key Attributes and Skills:Currently President and Chief Executive Officer of Lawrence Properties, Mr. Lawrence has over 40 years of experience in real estate investment, management, finance and policy-making. As a Director of the Company for more than twenty years, he has been an active participant in the growth of the Company and the development of the Company's proven business strategies. In an industry that is characterized by cycles, Mr. Lawrence offers an important perspective to the Board's focus on long-term planning and results.
Charles J. Urstadt, age 84, has served as a Director of the Company since 1975, as Chairman of the Board of Directors since 1986 and as Chief Executive Officer since 1989. Mr. Urstadt also serves as Chairman and Director, Urstadt Property Company, Inc. (a real estate investment corporation); and Governor, Lawrence Hospital Center. Previously, Mr. Urstadt served as Trustee, Historic Hudson Valley (1998 - 2012). He is the Retired Founding Chairman, Battery Park City Authority; Retired Advisory Director, Putnam Trust Company; Trustee Emeritus, Pace University and Retired Trustee, TIAA-CREF.
Experience, Qualifications, Key Attributes and Skills:Mr. Urstadt has devoted a lifetime to real estate endeavors in both the public and private sectors through which he has accumulated extensive real estate investment, policy-making, risk management, executive leadership, strategic planning and operations experience. As a Director of the Company since 1975 and its Chief Executive Officer since 1989, Mr. Urstadt has been instrumental in the growth of the Company and has been the driving force behind the development of the Company's current business model. He is responsible for guiding the entire executive team and for overall management of the Company's business. As such, Mr. Urstadt is uniquely positioned to provide critical insight concerning operations, strategic and financial planning and risk management.
Executive Officers who are not Directors
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CORPORATE GOVERNANCE AND BOARD MATTERS
Our Charter provides the Board of Directors with the flexibility to assess and revise the Company's leadership structure from time to time. After consideration, the Board of Directors has determined that presently it is in the best interests of
•monitor the integrity of the Company'sCompany’s financial statements, financial reporting processes and systems of internal controls over financial reporting;
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•monitor the Company'sCompany’s compliance with legal and regulatory requirements relating to the foregoing;
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•
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•reviewing the Company'sCompany’s overall compensation strategy to assureensure that it promotes shareholder interests and supports the Company'sCompany’s strategic objectives;
•
•
•
•
•establish criteria for Board membership and selection of new Directors;
•directors;
•directors;
•
•
•a candidate'scandidate’s demonstrated integrity and ethics consistent with the Company'sCompany’s Code of Business Conduct and Ethics;
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•a candidate'scandidate’s willingness and ability to participate fully in Board activities, including active membership and attendance at Board meetings and, subject to the independence criteria established by the New York Stock Exchange listing standards and applicable rules of the SEC, participation on at least one committee of the Board; and
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•a candidate'scandidate’s experience in real estate, business, finance, accounting rules and practices, law and public relations;
•
•
•
In the fiscal year ended October 31, 2012, the independent Directors of the Company met once in executive session. Mr. Robert Douglass, Chair of the Nominating and Corporate Governance Committee, presided over the meeting.
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PROPOSAL 2
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PROPOSED AMENDMENTS TO THE COMPANY’S CHARTER
At its meeting on December 12, 2012, the Board of Directors of the Company adopted resolutions approving amendments to the Company’s Charter that would, if approved by the Company’s stockholders: (i) increase the number of shares of stock that the Company has authority to issue from 100,000,000 shares to 200,000,000 shares; (ii) authorize the Board of Directors to make future changes in the number of shares of stock that the Company has authority to issue without additional approval from stockholders; and (iii) reduce the percentage required for approval of certain stockholder votes from two-thirds to a majority. The proposed amendments, which are discussed below, are being presented as three separate Proposals for consideration by the stockholders at the Annual Meeting. Each Proposal is a separate and independent Proposal and no Proposal is conditioned upon adoption or approval of any other Proposal.
If any or all of the proposed amendments to the Company’s Charter are approved by the stockholders, the amendments so approved will become effective upon the filing of Articles of Amendment with the State Department of Assessments and Taxation of the State of Maryland. The Company anticipates completing such filing as soon as practicable following action by the stockholders.
PROPOSAL 3TO AMEND THE COMPANY’S CHARTERTO INCREASE THE NUMBER OF AUTHORIZED SHARES OF STOCK
The Company’s Amended Articles of Incorporation (the “Charter”) currently provides that the total number of shares of stock that the Company is authorized to issue (the “Stock”) is 100,000,000 shares, which consists of 40,000,000 shares of Class A common stock (“Class A Common Stock”), 30,000,000 shares of common stock (“Common Stock”), 20,000,000 shares of preferred stock (“Preferred Stock”), and 10,000,000 shares of excess stock (“Excess Stock”). The resolution approved by the Board of Directors would amend the Charter to increase the number of authorized shares of Stock from 100,000,000 shares to 200,000,000 shares. If the amendment to the Charter is approved, the total number of shares of authorized Stock will consist of 100,000,000 shares of Class A Common Stock, 30,000,000 shares of Common Stock, 50,000,000 shares of Preferred Stock, and 20,000,000 shares of Excess Stock.
Of the 100,000,000 shares of Stock currently authorized, as of the close of business on January 14, 2013, there were 9,029,415 shares of Common Stock, 23,523,980 shares of Class A Common Stock, and 7,849,027 shares of Preferred Stock (224,027 shares of 8.50% Series C Preferred Stock, 2,450,000 shares of 7.50% Series D Preferred Stock and 5,175,000 shares of 7.125% Series F Preferred Stock) outstanding. In addition, 13,413,600 shares of Class A Common Stock were reserved in connection with conversion rights exercisable by holders of the Company’s Series F Preferred Stock following a change in control, 183,900 shares of Common Stock and 183,900 shares of Class A Common Stock were reserved for issuance under the Company’s Amended and Restated Restricted Stock Award Plan, and 373,849 shares of Common Stock and 429,809 shares of Class A Common Stock were reserved for issuance under the Company’s Dividend Reinvestment and Share Purchase Plan.
The Board believes that it is advisable and in the best interests of the Company to increase the number of authorized shares of Stock to provide the Company with greater flexibility in planning for future corporate needs including, but not limited to, transactions to raise capital, property acquisitions, stock dividends or stock splits, grants under equity compensation plans, potential strategic transactions including mergers, acquisitions and business combinations, as well as other corporate transactions. If this amendment is not approved, the Company’s growth and business strategies and its ability to raise additional capital may be limited by the lack of availability of unissued and unreserved Stock.
Additional Class A Common and Common Stock so authorized would have rights identical to the currently authorized Class A Common and Common Stock and would not affect the rights of holders of currently outstanding shares of Class A Common and Common Stock, except such effects as are incidental generally to an increase in the number of shares of Stock outstanding, such as dilution of voting rights and earnings per share. Under the Charter, the Board of Directors may, without further stockholder action, authorize the issuance of shares of Preferred Stock in such classes or series, and with such preferences, conversion or other rights, voting powers, restrictions and limitations as to dividends, qualifications and terms and conditions of redemption, as may be fixed by the Board of Directors, subject to any limitations of applicable law or regulation or provisions of existing Preferred Stock series. Accordingly, the Board of Directors may, subject to such limitations, afford holders of any new series or class of Preferred Stock preferences, policies or rights, voting or otherwise, senior to the rights of holders of our Common Stock, Class A Common Stock or existing series of Preferred Stock. The Company’s stockholders do not have preemptive rights with respect to additional shares that may be issued by the Company. This means that current stockholders do not have a right of first option to purchase any new issuances of Stock in order to maintain their relative ownership and voting interest in the Company. Under certain circumstances, an increase in the number of shares of authorized Stock could make it more difficult or discourage an attempt to obtain control of the Company by means of a takeover proposal that the Board believes
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is not in the best interests of the stockholders. However, this Proposal 3 is prompted by business considerations and is not in response to any threat of takeover. Presently, the Board of Directors is not aware of any threat or plan by any person or group to accumulate shares or obtain control of the Company nor does the Board of Directors have any immediate plan or intention to issue additional Stock, other than potential issuances of stock pursuant to the Restricted Stock Award Plan, as proposed to be amended by Proposal 6, or under the Company’s dividend reinvestment plan.
If the proposed amendment to the Charter is approved by the stockholders, Article VII of the Company’s Charter would be amended by deleting therefrom Section 7.1 in its entirety and inserting in place thereof the following:
“7.1 Authorized Stock. The total number of shares of stock that the Corporation has authority to issue (the “Stock”) is Two Hundred Million (200,000,000) shares, consisting of (i) Thirty Million (30,000,000) shares of common stock, par value $.01 per share (the “Common Stock”); (ii) One Hundred Million (100,000,000) shares of Class A common stock, par value $.01 per share (the “Class A Common Stock”, having such preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption as are set forth in the Articles Supplementary of the Corporation accepted for record by the State Department of Assessments and Taxation of the State of Maryland on June 17, 1998); (iii) Fifty Million (50,000,000) shares of preferred stock, par value $.01 per share (the “Preferred Stock”); and (iv) Twenty Million (20,000,000) shares of excess stock, par value $.01 per share (the “Excess Stock”). The aggregate par value of all shares of all classes of stock is $2,000,000.”
The affirmative vote of the holders of not less than a majority of the total combined voting power of all outstanding shares of the Company’s Common Stock and Class A Common Stock entitled to be cast will be required to amend the Charter. Since abstentions and broker non-votes are not affirmative votes, they will have the same effect as votes against this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLYRECOMMENDS A VOTEFOR THEAMENDMENT TO THE CHARTER
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PROPOSAL 4TO AMEND THE COMPANY’S CHARTERTO PERMIT THE BOARD OF DIRECTORS TO MAKECHANGES IN THE NUMBER OF AUTHORIZED SHARES OF STOCKWITHOUT ADDITIONAL APPROVAL FROM STOCKHOLDERS
This proposed amendment would permit the Board of Directors to make changes in the number of shares of stock that the Company is authorized to issue, either increasing or decreasing such number from time to time, without additional approval by the stockholders. The Board believes that this would permit the Company to take advantage of favorable market conditions and financing and acquisition opportunities without incurring the delay and expense of calling a special meeting of stockholders. If the Proposal is approved, any additional shares of Stock authorized by the amendment could be issued upon approval by the Board of Directors without further vote of the stockholders other than as may be required under special circumstances by applicable law or the New York Stock Exchange.
As described in the preceding Proposal, additional Class A Common and Common Stock so authorized would have rights identical to the currently authorized Class A Common and Common Stock and would not affect the rights of holders of currently outstanding shares of Class A Common and Common Stock, except such effects as are incidental generally to an increase in the number of shares of Stock outstanding, such as dilution of voting rights and earnings per share. Under the Charter, the Board of Directors may, without further stockholder action, authorize the issuance of shares of Preferred Stock in such classes or series, and with such preferences, conversion or other rights, voting powers, restrictions and limitations as to dividends, qualifications and terms and conditions of redemption, as may be fixed by the Board of Directors, subject to any limitations of applicable law or regulation or provisions of existing Preferred Stock series. Accordingly, the Board of Directors may, subject to such limitations, afford holders of any new series or class of Preferred Stock preferences, policies or rights, voting or otherwise, senior to the rights of holders of our Common Stock, Class A Common Stock or existing series of Preferred Stock. The Company’s stockholders do not have preemptive rights with respect to additional shares that may be issued by the Company. This means that current stockholders do not have a right of first option to purchase any new issuances of Stock in order to maintain their relative ownership and voting interest in the Company. Under certain circumstances, an increase in the number of shares of authorized Stock could make it more difficult or discourage an attempt to obtain control of the Company by means of a takeover proposal that the Board believes is not in the best interests of the stockholders. However, this Proposal 4 is prompted by business considerations and is not in response to any threat of takeover. Presently, the Board of Directors is not aware of any threat or plan by any person or group to accumulate shares or obtain control of the Company nor does the Board of Directors have any immediate plan or intention to issue additional Stock, other than potential issuances of stock pursuant to the Restricted Stock Award Plan, as proposed to be amended by Proposal 6, or under the Company’s dividend reinvestment plan.
If the proposed amendment to the Charter as described in this Proposal 4 is approved by the stockholders, Article VII of the Company’s Charter would be amended by identifying the text of Section 7.1 following the heading as paragraph (a) and adding a new paragraph (b) to Section 7.1 as follows:
“(b) The Board of Directors, with the approval of a majority of the entire Board of Directors and without any action by the stockholders of the Corporation, may amend the charter of the Corporation from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.”
The affirmative vote of the holders of not less than a majority of the total combined voting power of all outstanding shares of the Company’s Common Stock and Class A Common Stock entitled to be cast will be required to amend the Charter. Since abstentions and broker non-votes are not affirmative votes, they will have the same effect as votes against this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLYRECOMMENDS A VOTEFOR THEAMENDMENT TO THE CHARTER
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PROPOSAL 5TO AMEND THE COMPANY’S CHARTERTO REDUCE THE PERCENTAGE REQUIRED FOR APPROVALOF CERTAIN STOCKHOLDER VOTESFROM TWO-THIRDS TO A MAJORITY
The Company has a strong commitment to sound corporate governance practices and recognizes a growing belief among investors generally that the elimination of supermajority voting provisions in a company’s charter increases the accountability of a board of directors to its stockholders and facilitates the participation of stockholders in good corporate governance. The Company’s Charter currently provides that the election of Directors requires a majority of votes entitled to be cast for such election and not merely a plurality of such votes. However, the Charter also provides that many amendments to the Charter including those to Article VI (Board of Directors), Article IX (Limitations on Transfer and Ownership), Article XII (Indemnification), Article XIII (Limitation of Liability), Article XIV (Stockholder Vote Required for Certain Transactions), and Article XVI (Amendment of Articles), as well as approval for extraordinary transactions, require the approval or recommendation of the Company’s Board of Directors and the approval of two-thirds of the votes of stockholders holding all of the Stock then outstanding and entitled to be cast. As permitted by Maryland law, the proposed Charter Amendments would change this requirement so that any action requiring the approval of the Company’s stockholders will be effective and valid if taken or approved by a majority of the votes of stockholders holding all of the Stock then outstanding and entitled to be cast on the matter. Only an action by stockholders to remove a Director would require a vote of at least two-thirds of the votes entitled to be cast by stockholders, as is currently provided in the Charter.
If the proposed amendment to the Charter is approved by the stockholders, Article XIV of the Company’s Charter would be amended by deleting the second sentence of the first paragraph thereof and inserting a new paragraph at the end of Article XIV as follows:
“Except as specifically provided in Section 6.4 (relating to removal of directors), notwithstanding any provision of law permitting or requiring any action to be taken or approved by the stockholders entitled to cast a greater number of votes, any such action shall be effective if taken or approved by the affirmative vote of a majority of all votes entitled to be cast on the matter.”
In addition, Article XVII of the Company’s Charter would be amended by deleting therefrom the third and fourth sentences of the first paragraph thereof.
The affirmative vote of the holders of not less than two-thirds of the total combined voting power of all outstanding shares of the Company’s Common Stock and Class A Common Stock entitled to be cast will be required to amend the Charter. Since abstentions and broker non-votes are not affirmative votes, they will have the same effect as votes against this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLYRECOMMENDS A VOTEFOR THEAMENDMENT TO THE CHARTER
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PROPOSAL 6TO AMEND THE RESTRICTED STOCK AWARD PLAN
The Company first established a Restricted Stock Award Plan in 1997. In 2002, the shareholders of the Company approved an Amended and Restated Restricted Stock Award Plan (the "Plan") andin subsequent years approved further amendments to the Plan, which amendments, among other things, increased the maximum number of shares available for issuance under the Plan to 3,150,000 shares of which 350,000 shares are Class A Common Stock, 350,000 shares are Common Stock, and 2,450,000 shares, at the discretion of the Compensation Committee administering the Plan, may be any combination of Class A Common Stock or Common Stock. The principal purpose of the Plan is to promote the long-term growth of the Company by attracting, retaining, and motivating Directors and key management personnel possessing outstanding ability and to further align the interests of such personnel with those of the Company's stockholders through stock ownership opportunities. Pursuant to the Plan, Directors and management personnel of the Company, selected by the Compensation Committee, may be issued restricted stock awards.
As of January 14, 2013,restricted stockawards representing 788,100 shares of Class A Common Stock and 2,178,000 shares of Common Stock had been issued under the Plan and there remained 183,900 shares which, at the discretion of the Compensation Committee, may be awarded in any combination of Class A Common Stock and Common Stock for future restricted stock awards.
To be able to continue to attract, retain and motivate qualified individuals as Directors and officers of the Company, the Board of Directors has approved, subject to stockholder approval, an amendment to the Plan that would increase the maximum number of shares of restricted stock available for issuance thereunderby 600,000 sharesfrom 3,150,000 common shares to 3,750,000 common shares, of which 350,000 shares will be Class A Common Stock, 350,000 shares will be Common Stock and 3,050,000 shares, at the discretion of the Compensation Committee administering the Plan, will be any combination of Class A Common Stock or Common Stock.
Set forth below is a summary of the principal provisions of the Plan.
Summary of the Restricted Stock Award Plan
Grant of Restricted Stock Awards. If Proposal 6 is approved, the Compensation Committee would be authorized to grantan additional 600,000 shares of restricted stockaggregating 3,750,000 common shares (350,000 shares each of Class A Common Stock and Common Stock and 3,050,000 shares which, at the discretion of the Compensation Committee, may be awarded in any combination of Class A Common Stock or Common Stock). At present, only 183,900 shares remain available for issuance under the Plan. The participants eligible to receive the restricted stock awards are management personnel selected by the Compensation Committee, in its discretion, who are considered to have significant responsibility for the growth and profitability of the Company, and Directors.
Principal Terms and Conditions of Restricted Stock Awards. Each restricted stock award will be evidenced by a written agreement, executed by both the relevant participant and the Company, setting forth all the terms and conditions applicable to such award as determined by the Compensation Committee. These terms and conditions will include:
•the length of the restricted period of the award;
•the restrictions applicable to the award including, without limitation, the employment or retirement status rules governing forfeiture and restrictions applicable to any sale, assignment, transfer, pledge or other encumbrance of the restricted stock during the restricted period; and
•the eligibility to share in dividends and other distributions paid to the Company's shareholders during the restricted period.
Lapse of Restrictions. If a participant's status as an employee or non-employee Director of the Company is terminated by reason of death or disability, the restrictions will lapse on such date. Except as described below, if such status as an employee or non-employee Director is terminated prior to the lapse of the restricted period by reason of retirement, the restricted period will continue as if the participant had remained in the employment of the Company; provided, however, that if the retired participant accepts employment or provides services during the restricted period to any organization other than the Company that is engaged primarily in the ownership and/or management or brokerage of shopping centers in the New York, Northern New Jersey, Long Island, NY-NJ-CT Metropolitan Statistical Area (the "Company's MSA"), the participant will forfeit all unvested restricted shares. If a participant's status as an employee or Director terminates for any other reason, the participant will forfeit any outstanding restricted stock awards. With respect to Mr. Urstadt only, since he has attained the age of 65, grants of restricted stock made after fiscal 2006 would be forfeited in the event of his voluntary retirement prior to the end of the
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applicable vesting period. In the event of involuntary termination, other than for Cause (as defined), Mr. Urstadt's unvested restricted stock grants would continue to vest following involuntary termination provided that he did not accept employment or provide services to any other organization engaged primarily in the ownership an/or management or brokerage of shopping centers in the Company's MSA. Shares of restricted stock that are forfeited become available again for issuance under the Plan. The Compensation Committee has the authority to accelerate the time at which the restrictions may lapse whenever it considers that such action is in the best interests of the Company and of its stockholders, whether by reason of changes in tax laws, a "change in control" as defined in the Plan or otherwise.
Tax Consequences. The Company is required to withholdincome and payrolltaxes to comply with federal and state laws applicable to the value of restricted shares whensuch shares are no longer subject to a substantial risk of forfeiture. Upon the lapse of the applicable forfeiture restrictions, the value of the restricted stock will be taxable to the relevant participant as ordinary income and deductible by the Company.
Adjustments to the Plan. If the Company subdivides or combines its outstanding shares of Class A Common Stock or Common Stock into a greater or lesser number of shares or if the Compensation Committee determines that a stock dividend, reclassification, business combination, exchange of shares, warrants or rights offering to purchase shares or other similar event affects the shares of the Company such that an adjustment is required in order to preserve the benefits or potential benefits intended to be made available under the Plan, the Compensation Committee, in its discretion, may make adjustments that it deems to be equitable and appropriate to the number and class of shares that may be awarded and the number and class of shares subject to outstanding awards under the Plan.
Information about grants made under the Plan to each of the named executive officers in the fiscal year ended October 31, 2012 is set forth in the table titled "Grants of Plan-Based Awards" on page 26. Grants to the NEOs in the fiscal year ended October 31, 2012 totaled 175,000 shares of Common Stock and 22,500 shares of Class A Common Stock. During the same period, the Company made grants under the Plan to non-executive officers and other employees of the Company totaling 33,400 shares of Class A Common Stock and to non-employee Directors totaling 950 shares of Common Stock and 5,700 shares of Class A Common Stock. Additional information concerning compensation paid to Directors in the fiscal year ended October 31, 2012 is set forth in the table titled "Director Compensation" on page 31. Information concerning the outstanding equity awards held by each of the named executive officers as of October 31, 2012 can be found in the table titled "Outstanding Equity Awards at Fiscal Year-End" on page 27. Information for each of the named executive officers concerning restricted stock awards that vested in the fiscal year ended October 31, 2012 is set forth in the table titled "Option Exercises and Stock Vested" on page 28. Information about grants made to date in the current fiscal year is set forth in the discussion of long-term incentives on page 23. The amount of specific future awards that may be made under the Plan and the value of such awards are not determinable at this time.
The affirmative vote of the holders of not less than a majority of the total combined voting power of all classes of stock entitled to vote and present at the Annual Meeting, in person or by properly executed proxy, subject to quorum requirements, will be required to amend the Restricted Stock Award Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FORTHE AMENDMENT TO THE RESTRICTED STOCK AWARD PLAN
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Audit Committee: | |||||||
Robert J. Mueller, Chairman | |||||||
Kevin J. Bannon | |||||||
Richard Grellier |
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FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FY Ended 10/31/12 FY Ended 10/31/11 Fees Billed: Audit Fees $350,000 $340,000 Audit-Related Fees $ 47,000 $ 6,410 Tax Fees $ 4,100 $ 26,530 All Other Fees $ 0 $ 0 Total $401,100 $372,940
FY Ended 10/31/14 | FY Ended 10/31/13 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Fees Billed: | ||||||||||
Audit Fees | $ | 352,000 | $ | 348,000 | ||||||
Audit-Related Fees | $ | 56,000 | $ | 19,000 | ||||||
Tax Fees | $ | 8,000 | $ | 25,000 | ||||||
All Other Fees | $ | 0 | $ | 0 | ||||||
Total | $ | 416,000 | $ | 392,000 |
While the
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name and Address of Beneficial Owner Common Shares
Beneficially
Owned Percent
of Class Class A
Common Shares
Beneficially
Owned Percent
of Class Charles J. Urstadt 4,257,765 (1) 47.2 % 36,500 * Urstadt Biddle Properties Inc. 321 Railroad Ave. Greenwich, CT 06830 Willing L. Biddle 2,497,365 (2) 27.7 % 53,324 (3) * Urstadt Biddle Properties Inc. 321 Railroad Ave. Greenwich, CT 06830 The Vanguard Group, Inc. — — 2,172,573 (4) 9.2 % 100 Vanguard Blvd. Malvern, PA 19355 BlackRock, Inc. — — 1,921,631 (5) 8.2 % 40 East 52nd Street New York, NY 10022 Vanguard Specialized Funds - — — 1,088,294 (6) 4.6 % Vanguard REIT Index Fund 100 Vanguard Blvd. Malvern, PA 19355
Name and Address of Beneficial Owner | Common Shares Beneficially Owned | Percent of Class | Class A Common Shares Beneficially Owned | Percent of Class | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Charles J. Urstadt | 4,359,163 | (1) | 46.6 | % | 94,500 | (2) | * | |||||||||||
Urstadt Biddle Properties Inc. | ||||||||||||||||||
321 Railroad Ave. | ||||||||||||||||||
Greenwich, CT 06830 | ||||||||||||||||||
Willing L. Biddle | 2,700,729 | (3) | 28.9 | % | 58,324 | (4) | * | |||||||||||
Urstadt Biddle Properties Inc. | ||||||||||||||||||
321 Railroad Ave. | ||||||||||||||||||
Greenwich, CT 06830 | ||||||||||||||||||
The Vanguard Group, Inc. | — | — | 2,884,652 | (5) | 10.9 | % | ||||||||||||
100 Vanguard Blvd. | ||||||||||||||||||
Malvern, PA 19355 | ||||||||||||||||||
BlackRock, Inc. | — | — | 2,513,317 | (6) | 9.5 | % | ||||||||||||
55 East 52nd Street | ||||||||||||||||||
New York, NY 10022 | ||||||||||||||||||
Neuberger Berman LLC | — | — | 1,568,090 | (7) | 5.9 | % | ||||||||||||
605 Third Avenue | ||||||||||||||||||
New York, NY 10158 |
_______________
*Less than 1%
* | |||||
Less than 1% |
(1) | Includes |
18
(2) | Includes 34,000 shares owned by UPCO and 15,000 shares owned by Elinor Urstadt. |
(3) | Includes | loans. |
(4) | Includes 2,769 shares owned beneficially and of record by Catherine U. Biddle and 555 shares owned by the Catherine U. Biddle IRA. | 6,250 shares owned directly by Mr. Biddle are pledged as collateral for a third party loan. |
(5) | Number of shares is based upon information filed with the SEC on | 13G for the year ended December 31, 2013 and includes 1,518,922 shares that are beneficially owned by Vanguard Specialized Funds — Vanguard REIT Index Fund (the “Index Fund”). The number of shares beneficially owned by the Index Fund is based upon information filed separately by the Index Fund with the SEC on February 4, 2014 in a Schedule 13G for the year ended December 31, 2013. |
(6) | Number of shares is based upon information filed with the SEC on January | 2014. |
(7) | Number of shares is based upon information filed with the SEC on | ||||
2013. |
19
DIRECTORS AND EXECUTIVE OFFICERS
Name | Common Shares Beneficially Owned | Percent of Class | Class A Common Shares Beneficially Owned | Percent of Class | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Charles J. Urstadt | 4,359,163 | (1) | 46.6 | % | 94,500 | (2) | * | |||||||||||
Willing L. Biddle | 2,700,729 | (3) | 28.9 | % | 58,324 | (4) | * | |||||||||||
Kevin J. Bannon | — | * | 25,400 | * | ||||||||||||||
Catherine U. Biddle | 314,452 | (5) | 3,324 | (6) | * | |||||||||||||
E. Virgil Conway | — | * | 92,221 | (7) | * | |||||||||||||
Robert R. Douglass | 7,825 | * | 43,743 | * | ||||||||||||||
Richard Grellier | 2,627 | * | 3,900 | * | ||||||||||||||
George H.C. Lawrence | — | * | 75,075 | * | ||||||||||||||
Robert J. Mueller | — | * | 41,950 | * | ||||||||||||||
Charles D. Urstadt | 27,676 | * | 1,850 | * | ||||||||||||||
John T. Hayes | — | * | 40,030 | * | ||||||||||||||
Thomas D. Myers | — | * | 136,247 | (8) | * | |||||||||||||
Stephan A. Rapaglia | — | * | 51,250 | * | ||||||||||||||
Directors & Executive Officers as a group (13 persons) | 79.3 | % | 2.5 | % |
Name Common
Shares
Beneficially
Owned Percent
of Class Class A
Common Shares
Beneficially
Owned Percent of
Class Charles J. Urstadt 4,257,765 (1) 47.2% 36,500 * Willing L. Biddle 2,497,365 (2) 27.7% 53,324 (3) * Kevin J. Bannon — * 23,900 * E. Virgil Conway — * 90,221 (4) * Robert R. Douglass 7,825 * 41,743 * Richard Grellier 2,627 * 1,900 * George H.C. Lawrence — * 74,128 * Robert J. Mueller — * 39,950 * Charles D. Urstadt 25,676 * 1,850 * Catherine U. Biddle (nominee) 298,212 (5) 3.3% 3,324 (6) * John T. Hayes — * 38,030 * Thomas D. Myers — * 136,046 (7) * Directors, Director Nominee & Executive Officers as a group (12 persons) 78.5% 2.3%
______________
* | Less than 1% |
(1) | See note (1) under the preceding table titled |
(2) | See note (2) under the preceding table titled |
(3) | See note (3) under the preceding table titled |
(4) | See note (4) under the preceding table titled “5% Beneficial Owners”. |
(5) | Includes |
(6) | Includes 555 shares owned by the Catherine U. Biddle IRA for the benefit of Catherine U. Biddle. All of the shares reported as beneficially owned by Mrs. Biddle also are reported as beneficially owned by Willing L. Biddle (see note |
(7) | Includes 50,000 shares held of record by Mr. Conway’s IRA Rollover Trust and 10,000 shares held of record by The Conway Foundation, of which Mr. Conway and his wife, Elaine Conway, are officers and directors. Mr. Conway disclaims beneficial ownership of any shares held by The Conway Foundation. |
(8) | 28,250 |
20
COMPENSATION DISCUSSION AND ANALYSIS
1. | Attract individuals of top quality who possess the skills and expertise required to lead the Company; |
2. | Align compensation with corporate strategy, business objectives and the long-term interests of shareholders; |
3. | Create an incentive to increase shareholder value by providing a significant percentage of compensation in the form of equity awards; |
4. | Offer the right balance of long-term and short-term compensation and incentives to retain talented employees. |
1.Attract individuals of top quality who possess the skills and expertise required to lead the Company;
2.Align compensation with corporate strategy, business objectives and the long-term interests of shareholders;
3.Create an incentive to increase shareholder value by providing a significant percentage of compensation in the form of equity awards;
4.Offer the right balance of long-term and short-term compensation and incentives to retain talented employees.
Elements of the Executive Compensation Program
1. | Competitive base salaries |
2. | Short-term rewards |
3. | Long-term incentives |
4. | Company provided benefits |
5. | Termination benefits in the event of a Change in Control |
1.Competitive base salaries
2.Short-term rewards
3.Long-term incentives
4.Company provided benefits
5.Termination benefits in the event of a Change in Control
Base Salaries
21
Messrs. Biddle, Hayes, Urstadt, Hayes, BiddleRapaglia and Myers were set at $306,000, $211,300, $322,500,$350,000, $231,000, $225,000, $231,000 and $216,300,$231,000, respectively. The increases in base salaries for each of the NEOs represent changes from the prior year of less than or equal to 2%.
22
Long-term Incentives
23
Employee Benefit Plans
Compensation Committee: | |||||||
E. Virgil Conway, Chairman | |||||||
Robert R. Douglass | |||||||
George H.C. Lawrence |
24
SUMMARY COMPENSATION TABLE
Name and Principal Position | Year | Salary | Bonus (1) | Total | Restricted Stock (2) | All Other Compensation (3) | Total | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Willing L. Biddle (4) | 2014 | $ | 345,833 | (5) | $ | 13,077 | $ | 358,910 | $ | 1,605,800 | $ | 12,750 | $ | 1,977,460 | ||||||||||||||||
President and | 2013 | $ | 321,450 | $ | 6,100 | $ | 327,550 | $ | 1,879,350 | $ | 15,783 | $ | 2,222,683 | |||||||||||||||||
Chief Executive | 2012 | $ | 315,667 | $ | — | $ | 315,667 | $ | 1,749,875 | $ | 12,250 | $ | 2,077,792 | |||||||||||||||||
Officer | ||||||||||||||||||||||||||||||
John T. Hayes | 2014 | $ | 218,550 | (5) | $ | 15,762 | $ | 234,312 | $ | 155,720 | $ | 9,960 | $ | 399,992 | ||||||||||||||||
Senior Vice President | 2013 | $ | 210,617 | $ | 18,985 | $ | 229,602 | $ | 128,310 | $ | 9,261 | $ | 367,173 | |||||||||||||||||
and Chief Financial | 2012 | $ | 206,850 | $ | 11,694 | $ | 218,544 | $ | 119,275 | $ | 10,540 | $ | 348,359 | |||||||||||||||||
Officer | ||||||||||||||||||||||||||||||
Charles J. Urstadt (6) | 2014 | $ | 250,000 | (5) | $ | 9,615 | $ | 259,615 | $ | 825,800 | $ | 28,157 | $ | 1,113,572 | ||||||||||||||||
Chairman | 2013 | $ | 305,000 | $ | — | $ | 305,000 | $ | 1,421,850 | $ | 13,750 | $ | 1,740,600 | |||||||||||||||||
2012 | $ | 300,000 | $ | — | $ | 300,000 | $ | 1,323,875 | $ | 12,250 | $ | 1,636,125 | ||||||||||||||||||
Stephan A. Rapaglia (7) | 2014 | $ | 218,550 | (5) | $ | 18,262 | $ | 236,812 | $ | 256,480 | $ | 10,724 | $ | 504,016 | ||||||||||||||||
Senior Vice President | ||||||||||||||||||||||||||||||
And Chief Operating | ||||||||||||||||||||||||||||||
Officer | ||||||||||||||||||||||||||||||
Thomas D. Myers | 2014 | $ | 219,383 | (5) | $ | 13,462 | $ | 232,845 | $ | 201,520 | $ | 10,983 | $ | 445,348 | ||||||||||||||||
Executive Vice | 2013 | $ | 215,600 | $ | 16,579 | $ | 232,179 | $ | 217,140 | $ | 10,588 | $ | 459,907 | |||||||||||||||||
President, and Chief | 2012 | $ | 211,750 | $ | 4,038 | $ | 215,788 | $ | 201,850 | $ | 10,789 | $ | 428,427 | |||||||||||||||||
Legal Officer |
Name and
Principal Position Year Salary Bonus Total Restricted
Stock (1) All Other
Compensation (2) Total Charles J. Urstadt 2012 $300,000 (3) $ - $ 300,000 $ 1,323,875 $ 12,250 $ 1,636,125 Chairman and Chief 2011 $300,000 $ - $ 300,000 $ 1,320,925 $ 12,250 $ 1,633,175 Executive Officer 2010 $300,000 $ - $ 300,000 $ 1,193,500 $ 12,250 $ 1,505,750 John T. Hayes 2012 $206,850 (3) $ 3,944 $ 210,794 $ 119,275 $ 10,540 $ 340,609 Senior Vice President 2011 $204,750 $ 8,060 $ 212,810 $ 129,155 $ 10,430 $ 352,395 and Chief Financial Officer 2010 $202,500 $ 7,700 $ 210,200 $ 100,750 $ 10,558 $ 321,508 Willing L. Biddle 2012 $315,667 (3) $ - $ 315,667 $ 1,749,875 $ 12,250 $ 2,077,792 President and Chief 2011 $313,000 $ - $ 313,000 $ 1,744,675 $ 12,250 $ 2,069,925 Operating Officer 2010 $312,500 $ 11,000 $ 323,500 $ 1,565,500 $ 12,250 $ 1,901,250 Thomas D. Myers 2012 $211,750 (3) $ 4,038 $ 215,788 $ 201,850 $ 10,789 $ 428,427 Executive Vice President, 2011 $209,583 $ 3,990 $ 213,573 $ 218,570 $ 10,679 $ 442,822 Secretary and Chief Legal Officer 2010 $207,083 $ 7,900 $ 214,983 $ 170,500 $ 10,797 $ 396,280
______________
(1) | Includes regular bonus and any applicable special performance awards. See “Compensation Discussion and Analysis” beginning on page 17. |
(2) | Amounts shown represent the dollar value on the date of grant computed in accordance with ASC Topic 718 disregarding any estimates based on forfeitures relating to service-based vesting conditions. For information regarding significant factors and assumptions used in the calculations pursuant to ASC Topic 718, see note | 2014. |
(3) | Consists of a matching contribution by the Company to the | For Mr. Urstadt, the amount shown also includes fees associated with club memberships. |
(4) | Mr. Biddle has served as President and Chief Executive Officer since July 2013. Prior to such date, he served as President and Chief Operating Officer. |
(5) | Changes to salaries are made annually and are effective January 1 for the ensuing calendar year. The Board of Directors has approved |
(6) | Mr. Urstadt has served the Company as Chairman since July 2013. Prior to such date, he served as Chairman and Chief Executive Officer. |
(7) | Mr. Rapaglia first become an executive officer upon his appointment as Chief Operating Officer, effective January 1, 2014. Prior to such date, he served as Senior Vice President, Assistant Secretary and Real Estate Counsel. |
25
GRANTS OF PLAN-BASED AWARDS
All Other Stock Awards: | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of Shares of Stock | Grant Date Fair Value of Stock Awards | ||||||||||||||||||||||||||
Name | Grant Date | Approval Date (1) | Common Stock | Class A Common Stock | Common Stock $ | Class A Common Stock $ | |||||||||||||||||||||
Willing L. Biddle | 01/02/2014 | 12/11/2013 | 100,000 | (2) | 2,500 | (2) | $ | 1,560,000 | (3) | $ | 45,800 | (4) | |||||||||||||||
John T. Hayes | 01/02/2014 | 12/12/2013 | — | 8,500 | (5) | — | $ | 155,720 | (4) | ||||||||||||||||||
Charles J. Urstadt | 01/02/2014 | 12/12/2013 | 50,000 | (5) | 2,000 | (5) | $ | 780,000 | (3) | $ | 36,640 | (4) | |||||||||||||||
Stephan A. Rapaglia | 01/02/2014 | 12/12/2013 | — | 14,000 | (6) | — | $ | 256,480 | (4) | ||||||||||||||||||
Thomas D. Myers | 01/02/2014 | 12/12/2013 | — | 11,000 | (5) | — | $ | 201,520 | (4) |
______________
As discussed in the |
(2) | Stock subject to this award is scheduled to vest nine years after the date of grant. |
(3) | Calculated in accordance with ASC Topic 718. The price on the grant date was $15.60 per share. |
(4) | Calculated in accordance with ASC Topic 718. The price on the grant date was $18.32 per share. |
(5) | Stock subject to this award is scheduled to vest five years after the date of grant. |
(6) | |||||
26
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Number of
Shares of
Stock That
Have Not
Vested Market Value of
Shares of
Stock That
Have Not
Vested $ (1) Number of
Shares of
Stock That
Have Not
Vested Market Value of
Shares of
Stock That
Have Not
Vested $ (2) Name Grant Date Common
Stock Common
Stock Class A
Common Stock Class A
Common Stock Charles J. Urstadt 1/2/2004 81,250 (3) $ 1,495,813 6,250 (3) $ 118,375 1/3/2005 75,000 (3) $ 1,380,750 6,250 (3) $ 118,375 1/2/2008 75,000 (4) $ 1,380,750 5,000 (4) $ 94,700 1/2/2009 75,000 (5) $ 1,380,750 5,000 (5) $ 94,700 1/4/2010 75,000 (5) $ 1,380,750 5,000 (5) $ 94,700 1/3/2011 75,000 (5) $ 1,380,750 2,500 (5) $ 47,350 1/3/2012 75,000 (5) $ 1,380,750 2,500 (5) $ 47,350 John T. Hayes 1/2/2008 - $ - 6,000 (4) $ 113,640 1/2/2009 - $ - 6,000 (5) $ 113,640 1/4/2010 - $ - 6,500 (5) $ 123,110 1/3/2011 - $ - 6,500 (5) $ 123,110 1/3/2012 - $ - 6,500 (5) $ 123,110 Willing L. Biddle 1/2/2003 93,750 (4) $ 1,725,938 6,250 (4) $ 118,375 1/2/2004 93,750 (3) $ 1,725,938 6,250 (3) $ 118,375 1/3/2005 100,000 (3) $ 1,841,000 5,000 (3) $ 94,700 1/3/2006 100,000 (3) $ 1,841,000 5,000 (3) $ 94,700 1/2/2007 60,000 (3) $ 1,104,600 5,000 (3) $ 94,700 1/2/2008 95,000 (3) $ 1,748,950 5,000 (3) $ 94,700 1/2/2009 95,000 (3) $ 1,748,950 5,000 (3) $ 94,700 1/4/2010 100,000 (6) $ 1,841,000 5,000 (6) $ 94,700 1/3/2011 100,000 (6) $ 1,841,000 2,500 (6) $ 47,350 1/3/2012 100,000 (6) $ 1,841,000 2,500 (6) $ 47,350 Thomas D. Myers 1/2/2004 - $ - 7,500 (3) $ 142,050 1/3/2005 - $ - 12,500 (3) $ 236,750 1/3/2006 - $ - 15,000 (3) $ 284,100 1/2/2008 - $ - 12,000 (4) $ 227,280 1/2/2009 - $ - 10,000 (5) $ 189,400 3/5/2009 - $ - 1,000 (5) $ 18,940 1/4/2010 - $ - 11,000 (5) $ 208,340 1/3/2011 - $ - 11,000 (5) $ 208,340 1/3/2012 - $ - 11,000 (5) $ 208,340
Number of Shares of Stock That Have Not Vested | Market Value of Shares of Stock That Have Not Vested (1) | Number of Shares of Stock That Have Not Vested | Market Value of Shares of Stock That Have Not Vested (2) | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Grant Date | Common Stock | Common Stock | Class A Common Stock | Class A Common Stock | |||||||||||||||||
Willing L. Biddle | 1/3/2005 | 100,000 | (3) | $ | 1,838,000 | 5,000 | (3) | $ | 108,150 | |||||||||||||
1/3/2006 | 100,000 | (4) | $ | 1,838,000 | 5,000 | (4) | $ | 108,150 | ||||||||||||||
1/2/2007 | 60,000 | (4) | $ | 1,102,800 | 5,000 | (4) | $ | 108,150 | ||||||||||||||
1/2/2008 | 95,000 | (4) | $ | 1,746,100 | 5,000 | (4) | $ | 108,150 | ||||||||||||||
1/2/2009 | 95,000 | (4) | $ | 1,746,100 | 5,000 | (4) | $ | 108,150 | ||||||||||||||
1/4/2010 | 100,000 | (5) | $ | 1,838,000 | 5,000 | (5) | $ | 108,150 | ||||||||||||||
1/3/2011 | 100,000 | (5) | $ | 1,838,000 | 2,500 | (5) | $ | 54,075 | ||||||||||||||
1/3/2012 | 100,000 | (5) | $ | 1,838,000 | 2,500 | (5) | $ | 54,075 | ||||||||||||||
1/2/2013 | 100,000 | (5) | $ | 1,838,000 | 2,500 | (5) | $ | 54,075 | ||||||||||||||
1/2/2014 | 100,000 | (5) | $ | 1,838,000 | 2,500 | (5) | $ | 54,075 | ||||||||||||||
John T. Hayes | 1/4/2010 | — | $ | — | 6,500 | (7) | $ | 140,595 | ||||||||||||||
1/3/2011 | — | $ | — | 6,500 | (6) | $ | 140,595 | |||||||||||||||
1/3/2012 | — | $ | — | 6,500 | (6) | $ | 140,595 | |||||||||||||||
1/2/2013 | — | $ | — | 6,500 | (6) | $ | 140,595 | |||||||||||||||
1/2/2014 | — | $ | — | 8,500 | (6) | $ | 183,855 | |||||||||||||||
Charles J. Urstadt | 1/3/2005 | 75,000 | (3) | $ | 1,378,500 | 6,250 | (3) | $ | 135,188 | |||||||||||||
1/4/2010 | 75,000 | (7) | $ | 1,378,500 | 5,000 | (7) | $ | 108,150 | ||||||||||||||
1/3/2011 | 75,000 | (6) | $ | 1,378,500 | 2,500 | (6) | $ | 54,075 | ||||||||||||||
1/3/2012 | 75,000 | (6) | $ | 1,378,500 | 2,500 | (6) | $ | 54,075 | ||||||||||||||
1/2/2013 | 75,000 | (6) | $ | 1,378,500 | 2,500 | (6) | $ | 54,075 | ||||||||||||||
1/2/2014 | 50,000 | (6) | $ | 919,000 | 2,000 | (6) | $ | 43,260 | ||||||||||||||
Stephan A. Rapaglia | 1/4/2010 | — | $ | — | 5,000 | (7) | $ | 108,150 | ||||||||||||||
1/3/2011 | — | $ | — | 6,500 | (6) | $ | 140,595 | |||||||||||||||
1/3/2012 | — | $ | — | 6,500 | (6) | $ | 140,595 | |||||||||||||||
1/2/2013 | — | $ | — | 6,500 | (6) | $ | 140,595 | |||||||||||||||
1/2/2014 | — | $ | — | 5,000 | (4) | $ | 108,150 | |||||||||||||||
1/2/2014 | — | $ | — | 9,000 | (6) | $ | 194,670 | |||||||||||||||
Thomas D. Myers | 1/3/2005 | — | $ | — | 12,500 | (3) | $ | 270,375 | ||||||||||||||
1/3/2006 | — | $ | — | 15,000 | (4) | $ | 324,450 | |||||||||||||||
1/4/2010 | — | $ | — | 11,000 | (7) | $ | 237,930 | |||||||||||||||
1/3/2011 | — | $ | — | 11,000 | (6) | $ | 237,930 | |||||||||||||||
1/3/2012 | $ | — | 11,000 | (6) | $ | 237,930 | ||||||||||||||||
1/2/2013 | — | $ | — | 11,000 | (6) | $ | 237,930 | |||||||||||||||
1/2/2014 | — | $ | — | 11,000 | (6) | $ | 237,930 |
Individual Grant Information:
(1) | Market value based on closing price of Common Stock on October 31, |
(2) | Market value based on closing price of Class A Common Stock on October 31, |
(3) | Restricted Stock that vested on January 3, 2015 |
(4) | Restricted Stock award scheduled to vest ten years after the grant date. |
(5) | Restricted Stock | award scheduled to vest nine years after the grant date. |
(6) | |||||
Restricted Stock award scheduled to vest five years after the grant date. |
(7) | Restricted Stock that vested on January 4, 2015. | ||||
27
OPTION EXERCISES AND STOCK VESTED
Stock Awards
Common Stock Stock Awards
Class A Common Stock Name Number of Shares
Acquired on Vesting Value Realized
on Vesting ($) Number of Shares
Acquired on Vesting Value Realized
on Vesting ($) Charles J. Urstadt 45,000 (1 ) $ 766,800 5,000 (1 ) $ 91,750 John T. Hayes — — — — Willing L. Biddle — — — — Thomas D. Myers — — 19,700 (2 ) $ 361,495
Stock Awards Common Stock | Stock Awards Class A Common Stock | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | |||||||||||||||
Willing L. Biddle | 93,750 | (1) | $ | 1,462,500 | (2) | 6,250 | (1) | $ | 114,500 | (3) | |||||||||
John T. Hayes | — | $ | — | 6,000 | (4) | $ | 109,920 | (3) | |||||||||||
Charles J. Urstadt | 156,250 | (5) | $ | 2,437,500 | (2) | 11,250 | (6) | $ | 206,100 | (3) | |||||||||
Stephan A. Rapaglia | — | $ | — | 3,000 | (4) | $ | 54,960 | (3) | |||||||||||
Thomas D. Myers | — | $ | — | 18,500 | (7) | $ | 341,000 | (8) |
______________
(1) | Shares granted on January 2, 2004 that vested on January 2, 2014. |
(2) | Market value based on closing price of Common Stock on January 2, 2014 of $15.60 per share. |
(3) | Market value based on closing price of Class A Common Stock on January 2, 2014 of $18.32 per share. |
(4) | Shares granted on January 2, 2009 that vested on January 2, 2014. |
(5) | Includes 81,250 shares granted on January 2, 2004 and 75,000 shares granted on January 2, 2009, all of which vested on January 2, 2014. |
(6) | Includes 6,250 shares granted on January 2, 2004 and 5,000 shares granted on January 2, 2009, all of which vested on January 2, 2014. |
(7) | Includes 7,500 shares granted on January 2, 2004 and 10,000 shares granted on January 2, 2009, all of which vested on January 2, 2014, and 1,000 shares granted on March 5, 2009 that vested on March 5, 2014. |
(8) | Market value for 17,500 shares based on closing price of Class A Common Stock on January 2, 2014 of $18.32 per share; and market value for 1,000 shares based on closing price of Class A Common Stock on March 5, 2014 of $20.40 per share. |
(1) Shares granted on January 2, 2007 that vested on January 2, 2012.
(2) 7,200 shares granted on January 2, 2003 that vested on January 2, 2012 and 12,500 shares granted on January 2, 2007 that vested on January 2, 2012.
Since
Each of the Original
28
NONQUALIFIED DEFERRED COMPENSATION
Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals in Last FY ($) | Aggregate Balances at Last FYE ($) | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Willing L. Biddle | $ | — | $ | 3,323 | $ | 2,245 | $ | — | $ | 49,919 | ||||||||||||
John T. Hayes | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Charles J .Urstadt | $ | — | $ | 1,750 | $ | 5,094 | $ | — | $ | 108,694 | ||||||||||||
Stephan A. Rapaglia | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Thomas D. Myers | $ | — | $ | — | $ | 1,271 | $ | — | $ | 28,060 |
Executive Registrant Aggregate Aggregate Aggregate Contributions Contributions Earnings Withdrawals Balances in Last FY in Last FY in Last FY in Last FY at Last FYE Name ($) ($) ($) ($) ($) Charles J.Urstadt $ — $ 2,750 $ 3,912 $ — $ 93,125 John T. Hayes $ — $ — $ — $ — $ — Willing L. Biddle $ — $ 3,400 $ 3,064 $ 20,185 (1 ) $ 78,563 Thomas D. Myers $ — $ — $ 1,065 $ — $ 22,385
_____________________
(1) Scheduled distribution made to the employee in Common Stock of the Company with equivalent value based upon selections made by the employee at the time deferral of compensation was elected.
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conviction of a felony, gross neglect of duties, or conflict of interest which, in the case of gross neglect or conflict of interest, continues for thirty days after written notice by the Company to the employee requesting cessation of such gross neglect or conflict.
Name Cash
Compensation Continuation
of Medical
and Insurance
Benefits (1) Other
Benefits (2) Acceleration
of Equity
Awards (3) Total
Termination
Benefits Charles J. Urstadt $ 300,000 $ 25,422 $ 15,000 $ 10,395,863 $ 10,736,285 John T. Hayes $ 207,200 $ 16,644 $ 10,360 $ 596,610 $ 830,814 Willing L. Biddle $ 316,200 $ 19,596 $ 15,810 $ 18,159,026 $ 18,510,632 Thomas D. Myers $ 212,100 $ 22,804 $ 10,605 $ 1,723,540 $ 1,969,049
Name | Cash Compensation | Continuation of Medical and Insurance Benefits (1) | Other Benefits (2) | Acceleration of Equity Awards (3) | Total Termination Benefits | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Willing L. Biddle | $ | 340,000 | $ | 19,565 | $ | 17,000 | $ | 18,326,200 | $ | 18,702,765 | ||||||||||||
John T. Hayes | $ | 220,000 | $ | 17,814 | $ | 11,000 | $ | 746,235 | $ | 995,049 | ||||||||||||
Charles J. Urstadt | $ | 250,000 | $ | 20,772 | $ | 12,500 | $ | 8,260,323 | $ | 8,543,595 | ||||||||||||
Stephan A. Rapaglia | $ | 220,000 | $ | 16,992 | $ | 11,000 | $ | 832,755 | $ | 1,080,747 | ||||||||||||
Thomas D. Myers | $ | 220,000 | $ | 20,638 | $ | 11,000 | $ | 1,784,475 | $ | 2,036,113 |
_________________
(1) | Represents an estimate of the cost to provide for one year continued life insurance, disability, medical and other benefit programs in which the named executive officer is participating or to which he is entitled. |
(2) | Represents a cash payment to the named executive officer in lieu of Company contributions on behalf of the NEO under the |
(3) |
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DIRECTOR COMPENSATION
Name Fees
Earned
or Paid
in Cash
($) Stock
Awards
($) (1) All Other
Compensation
($) Total
($) Kevin J. Bannon $42,100 $ 17,433 - $ 59,533 E. Virgil Conway $38,200 (2) $ 17,433 - $ 55,633 Robert R. Douglass $38,200 (3) $ 17,433 - $ 55,633 Richard Grellier $30,950 $ 17,433 - $ 48,383 George H.C. Lawrence $34,700 $ 17,433 - $ 52,133 Robert J. Mueller $45,700 (4) $ 17,433 - $ 63,133 Charles D. Urstadt $32,000 $ 16,188 - $ 48,188
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) | Total ($) | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Kevin J. Bannon | $ | 44,600 | $ | 18,320 | — | $ | 62,920 | |||||||||||
Catherine U. Biddle | $ | 37,100 | $ | 15,600 | — | $ | 52,700 | |||||||||||
E. Virgil Conway | $ | 38,400 | (2) | $ | 18,320 | — | $ | 56,720 | ||||||||||
Robert R. Douglass | $ | 44,500 | (3) | $ | 18,320 | — | $ | 62,820 | ||||||||||
Richard Grellier | $ | 44,600 | $ | 18,320 | — | $ | 62,920 | |||||||||||
George H.C. Lawrence | $ | 37,000 | $ | 18,320 | — | $ | 55,320 | |||||||||||
Robert J. Mueller | $ | 48,300 | (4) | $ | 18,320 | — | $ | 66,620 | ||||||||||
Charles D. Urstadt | $ | 36,300 | $ | 15,600 | — | $ | 51,900 |
______________
(1) | As described under Director Compensation above, the Compensation Committee awarded each non-employee |
(2) | �� | Includes additional retainer of |
(3) | Includes additional retainer of |
(4) | Includes additional retainer of |
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SOLICITATION OF PROXIES AND VOTING PROCEDURES
32
CONTACTING THE BOARD OF DIRECTORS
Shareholders
33
URSTADT BIDDLE PROPERTIES INC. 321 RAILROAD AVENUE GREENWICH, CT 06830 | VOTE BY INTERNET -www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY |
URSTADT BIDDLE PROPERTIES INC. The Board of Directors recommends a vote "FOR" each of the proposals. | For All | Withhold All | For All Except | ||||||
1. | Election of Directors | ||||||||
o | o | o | |||||||
Nominee to serve for two years | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line above. | ||||||||
01) Catherine U. Biddle | |||||||||
Nominees to serve for three years | |||||||||
02) Willing L. Biddle 03) E. Virgil Conway 04) Robert J. Mueller | |||||||||
For | Against | Abstain | For | Against | Abstain | ||||
2. | To ratify the appointment of PKF O'Connor Davies, a division of O'Connor Davies, LLP, as the independent registered public accounting firm of the Company for one year. | o | o | o | 5. | To amend the Company's Charter to reduce the percentage required for approval of certain stockholder votes from two-thirds to a majority. | o | o | o |
3. | To amend the Company's Charter to increase the number of authorized shares of stock. | o | o | o | 6. | To amend the Company's Restricted Stock Award Plan. | o | o | o |
NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | |||||||||
4. | To amend the Company's Charter to permit the Board of Directors to make changes in the number of authorized shares of stock without additional approval from stockholders. | o | o | o | |||||
Each Proposal is a separate and independent Proposal and no Proposal is conditioned upon adoption or approval of any other Proposal. | |||||||||
Please sign name exactly as shown. When there is more than one holder, each should sign. When signing as an attorney, administrator, guardian or trustee, please add your title as such. If executed by a corporation or partnership, the proxy should be signed by a duly authorized person, stating his or her title or authority. | |||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | ||||||
URSTADT BIDDLE PROPERTIES INC. The Board of Directors recommends a vote "FOR" each of the Proposals. | For All | Withhold All | For All Except | ||||||
1. | Election of Directors | o | o | o | |||||
Nominees to serve for three years: 01) Catherine U. Biddle 02) Robert R. Douglass 03) George H.C. Lawrence 04) Charles J. Urstadt | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line above. | ||||||||
For | Against | Abstain | |||||||
2. | To ratify the appointment of PKF O'Connor Davies, a division of O'Connor Davies, LLP, as the independent registered public accounting firm of the Company for one year. | o | o | o | |||||
Each Proposal is a separate and independent Proposal and no Proposal is conditioned upon adoption or approval of any other Proposal. | |||||||||
Please sign name(s) exactly as shown. When there is more than one holder, each should sign. When signing as an attorney, administrator, guardian, trustee or other fiduciary, please add your title as such. Joint owners each should sign personally. If executed by a corporation or partnership, the proxy should be signed by a duly authorized person, stating his or her title or authority. | |||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | ||||||
URSTADT BIDDLE PROPERTIES Annual Meeting of Stockholders March This proxy is solicited by the Board of Directors The undersigned hereby constitutes and appoints Willing L. Biddle and Thomas D. Myers, and each of them, as Proxies of the undersigned, with full power to appoint his substitute, and authorizes each of them to represent and vote all Class A Common Stock or Common Stock, as applicable, of Urstadt Biddle Properties Inc. (the "Company") held of record as of the close of business on January When properly executed, this proxy will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is given, this proxy will be voted (i) FOR the election of four Directors of the Company, as set forth in Proposal 1, and (ii) FOR the ratification of the appointment of PKF O'Connor Davies, a division of O'Connor Davies, LLP, as the independent registered public accounting firm of the Company for one year, as set forth in Proposal The undersigned hereby acknowledge(s) receipt of a copy of the accompanying Notice of Annual Meeting of Stockholders, the Proxy Statement and the Company's Annual Report to Stockholders and hereby revoke(s) any proxy or proxies heretofore given. This proxy may be revoked at any time before it is exercised by filing a notice of such revocation, by filing a later dated proxy with the Secretary of the Company or by voting in person at the Annual Meeting. Continued and to be signed on reverse side |