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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 three 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;
3.To hold an advisory vote on executive compensation;
4.To consider an amendment to the Company's Restricted Stock Award Plan; and
5.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 27, 201426, 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 threefour directors;
•
•FOR the approval, on an advisory basis, of the compensation of our Named Executive Officers;
•FOR the amendment of the Company's Restricted Stock Award Plan; and
•
PROPOSAL 1
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Experience, Qualifications, Key Attributes and Skills:Mr. Urstadt'sUrstadt’s current positions as Managing DirectorPresident of Urstadt Real EstateCD Property Brokerage and Consulting LLC (a real estate consultingbrokerage and brokerageconsulting firm) and as President and Director of Urstadt Property Company, Inc. (a real estate investment company), each unrelated to Urstadt Biddle Properties Inc., represent the culmination of over 30 years of experience in real estate sales and leasing brokerage, property management and corporate policy-making. Mr. Urstadt'sUrstadt’s experience positions him to share valuable insights concerning the Company'sCompany’s strategic planning and operations.
At the Annual Meeting, the stockholders of the Company will vote on the election of three directors comprising Class II. 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 III Directors with Terms Expiring in 2015
Catherine U. Biddle, age 50, has served as a director of the Company since March 2013. Mrs. Biddle currently is Vice President, Secretary and a director of Urstadt Property Company, Inc. and Vice President and Secretary of Two Park Place Corp. (each a real estate investment corporation). Mrs. Biddle also serves as Director, Kensico Cemetery, and Trustee, Historic Hudson Valley. Previously, Mrs. Biddle served as an officer in The Bank of New York's Commercial Real Estate Finance Division (1989-1993).
Experience, Qualifications, Key Attributes and Skills:Mrs. Biddle's current positions as Vice President and Director of Urstadt Property Company, Inc. and Vice President of Two Park Place, each a real estate investment company and each unrelated to Urstadt Biddle Properties Inc., coupled with her commercial real estate banking experience and strong familiarity with properties in the Company's core geographic area and the markets within which they are located, have provided her with property management and corporate policy-making skills that the Company values in connection with the Company's strategic planning and operations.
Robert R. Douglass, age 82, 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 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 76, 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 previously served as Chairman of the Westchester County Association, and as a director (1976-2013) and Chairman (2007-2013) of Kensico Cemetery. Mr. Lawrence is an Honorary Trustee of Sarah Lawrence College and Trustee Emeritus of the Fund for American Studies.
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 85, has served as a director of the Company since 1975, and as Chairman of the Board of Directors since 1986. Mr. Urstadt served as Chief Executive Officer of the Company from 1989 through June 2013. He 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 from 1989 through June 2013, Mr. Urstadt has been instrumental in the growth of the Company and was the driving force behind the development of the Company's current business model. Together with the Chief Executive Officer, he is responsible 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.
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Class I Directors with Terms Expiring in 2016
Willing L. Biddle, age 52, has served as a director of the Company since 1997, as Chief Executive Officer since July 2013 and as President since December 1996. Previously, Mr. Biddle served the Company in other executive capacities: Chief Operating Officer (1996-2013); Executive Vice President (March 1996-December 1996); Senior Vice President — Management (1995-1996); and Vice President — Retail (1993-1995). Mr. Biddle formerly served as an Advisory Director of the Putnam Trust Company (2002-2008).
Experience, Qualifications, Key Attributes and Skills:Mr. Biddle has more than 25 years of experience in commercial real estate, real estate finance and leasing. Prior to being elected to the position of Chief Executive Officer, effective July 1, 2013, Mr. Biddle served in various executive management positions within the Company over more than 20 years, including as President and Chief Operating Officer for 17 years. In these roles, Mr. Biddle developed extensive knowledge of the real estate markets in which the Company operates and strong relationships with retailers and other property owners. He has become the Company's primary deal maker and, through his hands-on management approach, acquired a comprehensive understanding of all of the Company's operations. This places him in a unique position to share valuable insights with all of the directors.
E. Virgil Conway, age 84, has served as a director of the Company since 1989. Mr. Conway currently is Chairman of Rittenhouse Advisors, LLC. He also serves as Vice Chairman of The Academy of Political Science and as a Member of the New York State Thruway Authority. Previously, Mr. Conway served as Director, License Monitor, Inc. (2009-2010); Trustee, Phoenix Mutual Funds (1992-2008); Trustee, Consolidated Edison Company of New York, Inc. (1970-2002); Director, Union Pacific Corporation (1978-2002); Trustee, Atlantic Mutual Insurance Company (1974-2002); Director, Centennial Insurance Company (1974-2002); Chairman, New York Metropolitan Transportation Authority (1995-2001); Chairman, Financial Accounting Standards Advisory Council (1992-1995); and Chairman and Director of The Seamen's Bank for Savings, FSB (1969-1989). Mr. Conway is an Honorary Trustee of Josiah Macy Foundation, Trustee Emeritus of Pace University and Trustee Emeritus of Colgate University.
Experience, Qualifications, Key Attributes and Skills:Mr. Conway has served in numerous executive roles in both the public and private sectors, including as a director for many publicly traded corporations. He served for twenty years as Chairman and Director of The Seamen'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 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 extremely valuable to the Company.
Robert J. Mueller, age 71, has served as a director of the Company since 2004. Mr. Mueller previously served as Senior Executive Vice President of The Bank of New York (1991-2004), as Executive Vice President of The Bank of New York (1989-1991), and as a member of Battery Park City Authority (2005-2012). From 1992 to 1998, Mr. Mueller served as Chief Credit Policy Officer of The Bank of New York with responsibilities as head of worldwide risk management. From 1998 to 2004, his responsibilities included the bank's global trading operations, commercial real estate lending, regional commercial banking, community development, residential mortgage lending and equipment leasing. He was a member of the bank's Senior Planning Committee. Mr. Mueller currently serves on the Boards of the Emigrant Savings Bank, the Borough of Manhattan Community College Fund and Danita Container, Inc. Previously, Mr. Mueller served as a director of Community Preservation Corp. (1992-2013).
Experience, Qualifications, Key Attributes and Skills:Mr. Mueller is a seasoned veteran in the world of commercial real estate and finance, having served in various executive roles and as a director of a number of publicly traded corporations. Immediately prior to joining the Board of Directors of the Company, Mr. Mueller served for more than 15 years in various executive capacities at The Bank of New York, including as Senior Executive Vice President where he was the bank's Chief Credit Policy Officer with responsibility as head of worldwide risk management. His background in this area and skills derived as a former member of the bank's Senior Planning Committee have provided Mr. Mueller with the leadership, strategic planning, risk management and operational experience that is sought after in corporate directors. Mr. Mueller is the current Chairman of the Company's Audit Committee.
Executive Officers who are not Directors
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John T. Hayes, age 47,48, has served the Company as Senior Vice President, Chief Financial Officer and Treasurer since July 2008. Mr. Hayes served the Company as Vice President and Controller from March 2007 to June 2008. Prior to joining the Company, he served as Corporate Controller for Laundry Capital, LLC (2003-2007)(2003–2007). Previously, Mr. Hayes practiced public accounting for over 10 years.
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•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 independence and performance of the Company'sCompany’s independent auditor and internal auditing function;
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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;
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•
•
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•establish criteria for Board membership and selection of new directors;
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•
•
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•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;
•
•
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In the fiscal year ended October 31, 2013, 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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PROPOSAL 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing our stockholders with the opportunity to cast a non-binding, advisory vote on the compensation that was paid to our named executive officers in fiscal 2013 as described under "Compensation Discussion and Analysis" beginning at page 20, including the compensation tables and the narrative disclosures that accompany those tables.
Our executive compensation program is designed to attract and retain talented individuals who possess the skills and expertise necessary to lead the Company. The Company's Restricted Stock Award Plan that is the primary vehicle for providing long-term incentive compensation to our named executive officers has been voted upon and approved by our stockholders.
Our Company has a history of providing needed services to the community while delivering positive results for our stockholders. In spite of the broad economic downturn of the last several years, the Company is proud to have paid its stockholders uninterrupted dividends since its inception forty-four years ago, including dividend increases in each of the last twenty years. Our executive team has navigated the Company successfully through several challenging years and the compensation program for our named executive officers continues to be a key ingredient in motivating these executives to deliver such results.
The Compensation Committee regularly reviews all elements of the compensation paid to our named executive officers. The Committee believes that the Company's present compensation program, as presented in the Compensation Discussion and Analysis section and the accompanying tables in this proxy statement, promotes in the best manner possible our business objectives while aligning the interests of the named executive officers with our stockholders to ensure positive financial results. Accordingly, the Company requests your vote "FOR" the following resolution:
"RESOLVED, that the compensation of the named executive officers of the Company, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures, is approved."
The results of this advisory vote are not binding on the Compensation Committee, the Company or our Board of Directors. Nevertheless, the Board of Directors values input from our stockholders and will consider carefully the results of this vote when making future decisions concerning executive compensation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFORTHE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, ASDISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION AND THEACCOMPANYING COMPENSATION TABLES AND DISCLOSURES IN THIS PROXY STATEMENT.
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PROPOSAL 4AMENDMENT OF THE RESTRICTED STOCK AWARD PLAN
The Company first established a Restricted Stock Award Plan in 1997. In 2002, the stockholders of the Company approved an Amended and Restated Restricted Stock Award Plan (the "Plan") and subsequently approved further amendments to the Plan, which amendments, among other things, increased the maximum number of shares available for issuance under the Plan to 3,750,000 shares of which 350,000 shares are Class A Common Stock, 350,000 shares are Common Stock, and 3,050,000 shares, at the discretion of the Compensation Committee administering the Plan, may be any combination of Class A Common Stock and Common Stock. As of January 20, 2014, restricted stock awards representing 868,000 shares of Class A Common Stock and 2,330,000 shares of Common Stock had been issued under the Plan and there remained 552,000 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.
As discussed more fully under "Compensation Discussion and Analysis" beginning at page 20, the Company places great emphasis on equity incentives tied to the long-term performance and profitability of the Company in managing the Company's executive compensation program. Therefore, 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 the identity of the interests of such personnel with those of the Company's stockholders through stock ownership opportunities. In addition to being a key component of executive compensation, the Board of Directors also believes that some level of stock ownership could be an incentive for all employees, encourage a longer term commitment to the Company and serve to align their interests with those of the Company's stockholders. Accordingly, the Board has approved an amendment to the Plan, subject to approval by the Company's stockholders, that would permit the Compensation Committee to make grants of restricted stock to employees at all levels, in addition to management personnel. Due to the Company having fewer than fifty employees and the expectation that any restricted stock grants to non-management personnel would be relatively small, the Board of Directors believes that the aggregate grants to non-management employees would increase total annual equity compensation by less than 2%. A copy of the proposed amended Plan is set forth as Appendix A to this proxy statement.
Set forth below is a summary of the principal provisions of the proposed amended Plan.
Summary of the Restricted Stock Award Plan
Grant of Restricted Stock Awards. If Proposal 4 is approved, the participants eligible to receive restricted stock awards would be any employee or director selected by the Compensation Committee, in its discretion. Currently, awards may be made only to certain management personnel 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 stockholders 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. Special rules apply to any participant who has attained retirement age prior to the date of grant. Shares of restricted stock that are forfeited become available again for issuance under the Plan. The
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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.
Dividends on Restricted Stock.Recipients of restricted stock have the right to receive dividends declared and other distributions paid with respect to such stock as the same are declared and paid to stockholders with respect to the Common Stock and Class A Common Stock generally.
Tax Consequences. With respect to employee participants in the Plan, 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.
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. Information about grants made under the Plan to each of the named executive officers ("NEOs") in the fiscal year ended October 31, 2013 is set forth in the table titled "Grants of Plan-Based Awards" on page 25. Grants to the NEOs in the fiscal year ended October 31, 2013 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 35,900 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, 2013 is set forth in the table titled "Director Compensation" on page 30. Information concerning the outstanding equity awards held by each of the named executive officers as of October 31, 2013 can be found in the table titled "Outstanding Equity Awards at Fiscal Year-End" on page 26. Information for each of the named executive officers concerning restricted stock awards that vested in the fiscal year ended October 31, 2013 is set forth in the table titled "Option Exercises and Stock Vested" on page 27. Information about grants made to date in the current fiscal year is set forth in the discussion of long-term incentives on pages 22.
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 OF 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 10/31/13 FY Ended 10/31/12 Fees Billed: Audit Fees $348,000 $350,000 Audit-Related Fees $ 20,000 $ 47,000 Tax Fees $ 21,000 $ 4,100 All Other Fees $ 0 $ 0 Total $389,000 $401,100
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 |
The Company's Law Department is primarily responsible for developing and implementing procedures, which, among other things, include obtaining
-the material terms of the transaction, including the type and amount of the transaction;
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-the significance of the transaction to the Company and to the related person;
-whether the transaction would impair the judgment of the director or executive officer to act in the best interest of the Company and its stockholders; and
-any other matters that the Committee deems relevant and appropriate.
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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 4,308,879 (1 ) 46.9 % 38,500 * Urstadt Biddle Properties Inc. 321 Railroad Ave. Greenwich, CT 06830 Willing L. Biddle 2,599,598 (2 ) 28.3 % 55,824 (3 ) * Urstadt Biddle Properties Inc. 321 Railroad Ave. Greenwich, CT 06830 The Vanguard Group, Inc. — — 2,736,911 (4 ) 11.6 % 100 Vanguard Blvd. Malvern, PA 19355 BlackRock, Inc. — — 2,131,711 (5 ) 9.0 % 40 East 52nd Street New York, NY 10022 Nuveen Asset Management, LLC — — 1,574,962 (6 ) 6.7 % 333 W. Wacker Drive Chicago, IL 60606 Vanguard Specialized Funds - — — 1,482,780 (7 ) 6.3 % Vanguard REIT Index Fund 100 Vanguard Blvd. Malvern, PA 19355 Neuberger Berman Group LLC — — 1,423,691 (8 ) 6.0 % 605 Third Avenue New York, NY 10158
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%
Footnotes appear on the following page.
* | Less than 1% | ||||
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(1) | Includes 883,185 shares owned by Urstadt Property Company, Inc. |
(2) | Includes 34,000 shares owned by UPCO and 15,000 shares owned by Elinor Urstadt. |
(3) | Includes |
(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 February | 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 February | ||||
2013. |
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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 4,308,879 (1) 46.9% 38,500 * Willing L. Biddle 2,599,598 (2) 28.3% 55,824 (3) * Kevin J. Bannon — * 24,400 * Catherine U. Biddle 299,212 (4) 3,324 (5) E. Virgil Conway — * 91,221 (6) * Robert R. Douglass 7,825 * 42,743 * Richard Grellier 2,627 * 2,900 * George H.C. Lawrence — * 75,858 * Robert J. Mueller — * 40,950 * Charles D. Urstadt 26,676 * 1,850 * John T. Hayes — * 41,030 * Thomas D. Myers — * 144,184 (7) * Stephan A. Rapaglia (8) — * 41,500 * Directors & Executive Officers as a group
(13 persons) 78.9% 2.6%
______________
* | 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. |
(8) | 28,250 shares owned by Mr. Myers are pledged as collateral for a line of credit. As of January | ||||
19
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
20
Short-term Rewards
21
Long-term Incentives
22
Employee Benefit Plans
Compensation Committee: | |||||||
E. Virgil Conway, Chairman | |||||||
Robert R. Douglass | |||||||
George H.C. Lawrence |
23
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 (1) Total Restricted
Stock (2) All Other
Compensation (3) Total Willing L. Biddle (4) 2013 $321,450 (5) $ 6,100 $ 327,550 $ 1,879,350 $ 15,783 $ 2,222,683 President and Chief 2012 $315,667 $ - $ 315,667 $ 1,749,875 $ 12,250 $ 2,077,792 Executive Officer 2011 $313,000 $ - $ 313,000 $ 1,744,675 $ 12,250 $ 2,069,925 John T. Hayes 2013 $210,617 (5) $ 18,985 $ 229,602 $ 128,310 $ 9,261 $ 367,173 Senior Vice President 2012 $206,850 $ 11,694 $ 218,544 $ 119,275 $ 10,540 $ 348,359 and Chief Financial Officer 2011 $204,750 $ 4,310 $ 209,060 $ 129,155 $ 10,430 $ 348,645 Charles J. Urstadt (6) 2013 $305,000 (5) $ - $ 305,000 $ 1,421,850 $ 13,750 $ 1,740,600 Chairman 2012 $300,000 $ - $ 300,000 $ 1,323,875 $ 12,250 $ 1,636,125 2011 $300,000 $ - $ 300,000 $ 1,320,925 $ 12,250 $ 1,633,175 Thomas D. Myers 2013 $215,600 (5) $ 16,579 $ 232,179 $ 217,140 $ 10,588 $ 459,907 Executive Vice President, 2012 $211,750 $ 4,038 $ 215,788 $ 201,850 $ 10,789 $ 428,427 and Chief Legal Officer 2011 $209,583 $ 3,990 $ 213,573 $ 218,570 $ 10,679 $ 442,822
______________
(1) | Includes | 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. | |
24
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 |
(4) | Calculated in accordance with ASC Topic |
(5) | Stock subject to this award is scheduled to vest five years after the date of grant. |
(6) | 9,000 shares of stock subject to this award are scheduled to vest five years after the date of grant; the remaining 5,000 shares are scheduled to vest ten years after the date of grant. |
25
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 Willing L. Biddle 1/2/2004 93,750 (3) $ 1,546,875 6,250 (3) $ 123,375 1/3/2005 100,000 (4) $ 1,650,000 5,000 (4) $ 98,700 1/3/2006 100,000 (4) $ 1,650,000 5,000 (4) $ 98,700 1/2/2007 60,000 (4) $ 990,000 5,000 (4) $ 98,700 1/2/2008 95,000 (4) $ 1,567,500 5,000 (4) $ 98,700 1/2/2009 95,000 (4) $ 1,567,500 5,000 (4) $ 98,700 1/4/2010 100,000 (5) $ 1,650,000 5,000 (5) $ 98,700 1/3/2011 100,000 (5) $ 1,650,000 2,500 (5) $ 49,350 1/3/2012 100,000 (5) $ 1,650,000 2,500 (5) $ 49,350 1/2/2013 100,000 (5) $ 1,650,000 2,500 (5) $ 49,350 John T. Hayes 1/2/2009 - $ - 6,000 (3) $ 118,440 1/4/2010 - $ - 6,500 (6) $ 128,310 1/3/2011 - $ - 6,500 (6) $ 128,310 1/3/2012 - $ - 6,500 (6) $ 128,310 1/2/2013 - $ - 6,500 (6) $ 128,310 Charles J. Urstadt 1/2/2004 81,250 (3) $ 1,340,625 6,250 (3) $ 123,375 1/3/2005 75,000 (4) $ 1,237,500 6,250 (4) $ 123,375 1/2/2009 75,000 (3) $ 1,237,500 5,000 (3) $ 98,700 1/4/2010 75,000 (6) $ 1,237,500 5,000 (6) $ 98,700 1/3/2011 75,000 (6) $ 1,237,500 2,500 (6) $ 49,350 1/3/2012 75,000 (6) $ 1,237,500 2,500 (6) $ 49,350 1/2/2013 75,000 (6) $ 1,237,500 2,500 (6) $ 49,350 Thomas D. Myers 1/2/2004 - $ - 7,500 (3) $ 148,050 1/3/2005 - $ - 12,500 (4) $ 246,750 1/3/2006 - $ - 15,000 (4) $ 296,100 1/2/2009 - $ - 10,000 (3) $ 197,400 3/5/2009 - $ - 1,000 (6) $ 19,740 1/4/2010 - $ - 11,000 (6) $ 217,140 1/3/2011 - $ - 11,000 (6) $ 217,140 1/3/2012 - $ - 11,000 (6) $ 217,140 1/2/2013 - $ - 11,000 (6) $ 217,140
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. |
26
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 ($) Number of Shares
Acquired on Vesting Value Realized
on Vesting ($) Willing L. Biddle 93,750 (1) $ $ 1,668,750 6,250 (1) $ $ 120,688 John T. Hayes — $ $ — 6,000 (2) $ $ 115,860 Charles J. Urstadt 75,000 (2) $ $ 1,335,000 5,000 (2) $ $ 96,550 Thomas D. Myers — $ $ — 12,000 (2) $ $ 231,720
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 $20.40 per share. |
(1) Shares granted on January 2, 2003 that vested on December 28, 2012.
(2) Shares granted on January 2, 2008 that vested on December 28, 2012.
Since
Each of the Original
27
Name | Executive Contributions in Last FY ($) | 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 ($) ($) ($) ($) ($) Willing L. Biddle $ — $ 3,533 $ 2,364 $ 19,169 (1 ) $ 60,092 John T. Hayes $ — $ — $ — $ — $ — Charles J.Urstadt $ — $ 2,750 $ 4,196 $ — $ 91,317 Thomas D. Myers $ — $ — $ 1,146 $ — $ 24,371
_____________________
(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.
28
Termination Benefits
Name Cash
Compensation Continuation
of Medical
and Insurance
Benefits (1) Other
Benefits (2) Acceleration
of Equity
Awards (3) Total
Termination
Benefits Willing L. Biddle $ 322,500 $ 19,969 $ 16,125 $ 16,435,500 $ 16,794,094 John T. Hayes $ 211,300 $ 17,020 $ 10,565 $ 631,680 $ 870,565 Charles J. Urstadt $ 306,000 $ 25,327 $ 15,300 $ 9,357,825 $ 9,704,452 Thomas D. Myers $ 216,300 $ 23,279 $ 10,815 $ 1,776,600 $ 2,026,994
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) | Under the |
29
DIRECTOR COMPENSATION
Name Fees
Earned
or Paid
in Cash
($) Stock
Awards
($) (1) All Other
Compensation
($) Total
($) Kevin J. Bannon $46,300 $ 18,753 - $ 65,053 Catherine U. Biddle $17,550 - - $ 17,550 E. Virgil Conway $48,900 (2) $ 18,753 - $ 67,653 Robert R. Douglass $50,000 (3) $ 18,753 - $ 68,753 Richard Grellier $45,350 $ 18,753 - $ 64,103 George H.C. Lawrence $41,700 $ 18,753 - $ 60,453 Robert J. Mueller $48,100 (4) $ 18,753 - $ 66,853 Charles D. Urstadt $39,000 $ 17,385 - $ 56,385
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 director |
(2) | �� | Includes additional retainer of |
(3) | Includes additional retainer of |
(4) | Includes additional retainer of | ||||
30
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
31
32
33
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APPENDIX A
URSTADT BIDDLE PROPERTIES INC.AMENDED AND RESTATED RESTRICTED STOCK AWARD PLAN
(March 26, 2014)
1.Purposes
This Amended and Restated Restricted Stock Award Plan (the "Plan") amends and restates the Urstadt Biddle Properties Inc. Amended and Restated Restricted Stock Award Plan dated December 9, 1999 (the "First Amended Plan") which amended the Urstadt Biddle Properties Inc. Restricted Stock Award Plan dated March 12, 1997 (the "Original Plan"). The purposes of the Plan are to promote the long-term growth of Urstadt Biddle Properties Inc. (the "Company") by attracting, retaining and motivating employees and non-employee directors, and to further the identity of Participants' interest with those of the shareholders of the Company through stock ownership opportunities.
2.Definitions
The following terms shall have the following meanings:
•"Award" means an award of Restricted Stock granted under the provisions of the Plan.
•"Board" means the Board of Directors of Urstadt Biddle Properties Inc.
•"Class A Common Stock" means the Class A Common Stock, par value $.01 per share, of the Company.
•"Committee" means the Compensation Committee of the Board of Directors appointed to administer the Plan.
•"Common Stock" means the Common Stock, par value $.01 per share, of the Company.
•"Company"means Urstadt Biddle Properties Inc.
•"Disability" means total and permanent disability.
•"Participant" means an employee or Non-Employee Director of the Company who is selected by the Committee to participate in the Plan.
•"Restricted Period"means the period of time during which an Award to Participant(s) remains subject to the Restrictions imposed on the Shares as determined by the Committee.
•"Restrictions"mean the restrictions and conditions imposed on an Award as determined by the Committee, which must be satisfied in order for a Participant to become vested in an Award.
•"Restricted Stock"means an award of Shares on which is imposed a Restriction Period.
•"Restricted Stock Award Date"means the date on which the Committee awarded Restricted Stock to a Participant.
•"Retirement" means, with respect to employee Participants, termination from active employment with the Company at any time after attaining the age of sixty-five (65) years and, with respect to Non-Employee Director Participants, expiration of the term of service on the Board by reason of the Participant's failure to be elected to the Board pursuant to a regular election or his or her decision not to stand for re-election to the Board.
•"Share"means a share of Common Stock or Class A Common Stock, as determined by the Committee.
3.Effective Date of the Plan
The effective date of the Original Plan was March 12, 1997, and the effective date of the First Amended Plan was December 9, 1999; provided, however, that the provisions of Section 5 of the First Amended Plan which increased the number of Shares that may be issued or transferred under the Plan from the number of Shares that may be issued or transferred under the Original Plan became effective on March 15, 2000. The Plan was further amended to increase the number of shares issuable under the Plan on March 13, 2002, March 10, 2004, March 9, 2006, March 8, 2008, March 9, 2010, March 10, 2011 and March 21, 2013.
4.Administration of the Plan
The Plan shall be administered by the Compensation Committee of the Board, comprised of persons who are "Non-Employee Directors" as defined in Rule 16b-3 of the Securities and Exchange Commission. If no such Committee shall be in office, the Plan shall be administered by the Board.
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The Committee shall have complete and discretionary authority to (a) select Participants, (b) determine the Award to be granted to a selected Participant, (c) determine the time or times when Awards will be granted, (d) determine the time or times and the conditions subject to which Awards may become vested or Restrictions will lapse, (e) interpret and construe the Plan and the rights of a Participant to an Award and make determinations, subject to the provisions of the Plan, in the best interests of the Company and its shareholders.
The Committee may delegate nondiscretionary administrative duties under the Plan to one or more agents (e.g., attorneys, consultants, etc.) or officers as it deems necessary and advisable at the expense of the Company.
Any power that may be exercised by the Committee may also be exercised by the Board. No member of the Committee or the Board shall be personally liable for any action taken or determination made in good faith with respect to the Plan or its administration. All decisions made by the Committee as administrators of the Plan shall be conclusive and binding upon all persons and the Company.
5.Shares subject to the Plan
The maximum number of shares of Restricted Stock that may be issued or transferred under the Plan is 3,750,000, of which 350,000 shares shall be Common Stock, 350,000 shares shall be Class A Common Stock and 3,050,000 shares, at the discretion of the Committee, shall be any combination of Common Stock or Class A Common Stock. Any shares of Restricted Stock which have been awarded, but are later forfeited to the Company, will again be available for Awards under the Plan.
The Restricted Stock that may be issued or transferred under the Plan may be authorized but unissued Shares or Shares acquired by the Company and held in its Treasury as determined by the Committee.
6.Grant of Restricted Stock Awards
The Committee shall from time to time, in its discretion, (i) select Participants from employees and Non-Employee Directors of the Company, including members of the Committee, (ii) determine the number and class of Shares to be granted by each Award, and (iii) establish the applicable terms of each such Award. An Award granted to a Non-Employee Director of the Company shall be held by such Non-Employee Director for a period of at least six (6) months following the date of grant.
7.Award Agreement
Each Restricted Stock Award shall be evidenced by a written agreement, executed by the Participant and the Company, which shall contain the terms and conditions established by the Committee.
8.Terms of Restricted Stock Awards
Subject to the provisions of the Plan, the Committee shall determine:
•The terms and conditions of the Award Agreement, including whether an Award shall consist of Common Stock, Class A Common Stock, or both;
•The Restricted Period of the Award; and
•The Restrictions applicable to an Award, including, but not limited to, employment status and director tenure rules governing forfeitures and limitations on the sale, assignment, pledge or other encumbrances during the Restricted Period.
The Committee may, in its discretion, determine that the issuance of stock certificates representing the Restricted Stock Awards be held in custody by the Company until the Restrictions lapse.
The Participant may, in the discretion of the Committee, receive any dividends, taxable at that time as ordinary income, and other distributions paid with respect to any Award(s), as declared and paid to shareholders during the Restricted Periods.
Upon the lapse of Restrictions, the value of the Restricted Stock will be taxable as ordinary income. At the Committee's discretion, an arrangement may be made by the Company to assist the Participant in meeting the withholding taxes required by federal, state and local authorities.
9.Termination of Employment during Restricted Period Absent a Change in Control
In the event that during the term of the Restricted Period a Participant's status as an employee or Non-Employee Director of the Company terminates:
•for any reason other than death, Disability or Retirement, such Participant shall forfeit any and all Restricted Stock Awards whose Restrictions have not lapsed; or,
•by reason of death or Disability, the Restrictions on any and all Awards shall lapse on the date of such termination; or,
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•by reason of Retirement, all Awards shall continue to vest as if Retirement had not occurred until such time as the Restrictions lapse; provided, however, that if any such retired Participant, prior to the completion of any or all Restricted Periods, accepts employment or provides services 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-PA, Metropolitan Statistical Area as defined by the Bureau of Labor Statistics, the Participant will forfeit any and all Restricted Stock Awards whose Restrictions have not lapsed.
10.Change in Control
The Committee shall have the authority to accelerate the time at which the Restrictions will lapse or to remove any such restriction upon the occurrence of a "Change in Control" as defined by any one of the following events:
(a) any Person who becomes the owner of 10% or more of the Company's total combined voting power of the total amount of outstanding Shares and, thereafter, individuals who were not directors of the Company prior to the date such Person became such a 10% owner are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least two of the directors; or
(b) there occurs a Change in Control of the Company of a nature that would be required to be reported in response to Item 5.01 of Form 8-K pursuant to Section 13 or 15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or in any other filing by the Company with the Securities and Exchange Commission (the "Commission"); or
(c) there occurs any solicitation of proxies by or on behalf of any Person other than the directors of the Company and thereafter individuals who were not directors prior to the commencement of such solicitation are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least two of the directors; or
(d) the Company executes an agreement of acquisition, merger or consolidation which contemplates that:
(i) after the effective date provided for in the agreement, all or substantially all of the business and/or assets of the Company shall be owned, leased or otherwise controlled by another corporation or other entity; and
(ii) individuals who are directors of the Company when such agreement is executed shall not constitute a majority of the directors or Board of Directors of the survivor or successor entity immediately after the effective date provided for in such agreement; provided, however, for purposes of this paragraph (d), that if such agreement requires as a condition precedent approval by the Company's shareholders of the agreement or transaction, a Change in Control shall not be deemed to have taken place unless and until such approval is secured.
11.Compliance with Securities and Exchange Commission Requirements
No certificate for Shares distributed under the terms of the Plan shall be executed and delivered to the Participant until the Company shall have taken any action then required to comply with the provisions of the Securities Act of 1933, as amended, the Exchange Act, or any other applicable laws and requirements.
12.Amendment and Termination
The Committee and/or Board may, at any time or from time to time, modify or amend the Plan in any respect, except that without shareholder approval (subject to Section 13 hereof), the Committee and/or Board may not increase the maximum number of shares of Restricted Stock that may be awarded under this Plan. Any modification, amendment or termination of the Plan shall not, without the consent of a Participant, affect his or her rights under an Award previously granted to a Participant.
13.Adjustments
If the Company subdivides its outstanding Shares into a greater number of Shares (by stock dividend, stock split, reclassification, or otherwise) or combines its outstanding Shares into a smaller number of Shares (by reverse stock split, reclassification, or otherwise), or if the Committee determines that any stock dividend, extraordinary cash dividend, reclassification, recapitalization, reorganization, merger, business combination, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Shares, or other similar corporate event, affects the Shares such that an adjustment is required in order to preserve the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in its sole discretion and in such manner as the Committee may deem equitable and appropriate, make such adjustments to any or all of (i) the number and class of Shares which thereafter may be awarded under the Plan, and (ii) the number and class of Shares subject to outstanding Awards,provided, however, that the number of Shares subject to any Award shall always be a whole number. The Committee may, if deemed appropriate, provide for a cash payment to any Participant in connection with any adjustment made pursuant to this Section 13.
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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 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. 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 e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. 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 | ||||||||||
Nominees to serve for three years: 01) 02) 03) George H.C. Lawrence 04) Charles | 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 | ||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||||||||
URSTADT BIDDLE PROPERTIES INC. 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 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 |