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URSTADT BIDDLE PROPERTIES INC.
321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830
____________________
_________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 26, 201422, 2017
____________________
_________________________Dear Stockholders:
Notice is hereby given thatYou are cordially invited to attend the 2017 Annual Meeting of Stockholders of Urstadt Biddle Properties Inc. (the “Annual Meeting”), which will be held at 2:00 p.m. on Wednesday, March 26, 201422, 2017 at Six Landmark Square, 9th Floor, Stamford, CT 06901 for the following purposes:
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.
| 1. | To elect three directors to serve for three years; | ||
| 2. | To ratify the appointment of PKF O’Connor Davies, LLP, as the independent registered public accounting firm of the Company for one year; | ||
| 3. | To approve, on an advisory basis, the compensation of our named executive officers; | ||
| 4. | To vote, on an advisory basis, on the frequency the Company should hold the advisory vote on executive compensation (every 1, 2 or 3 years); 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, 201420, 2017 are entitled to notice of and to vote at the Annual Meeting.
WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE ANNUAL MEETING IN PERSON,
PLEASE EXERCISE YOUR RIGHT TO VOTE BY FOLLOWING THE INSTRUCTIONS FOR
VOTING IN THE "NOTICE“NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS"MATERIALS” YOUYOU RECEIVED FOR THE ANNUAL MEETING, OR IF YOU RECEIVED A PAPER COPY OF THE
PROXY MATERIALS, BY SIGNING AND DATING THE PROXY CARD AND RETURNING IT
PROMPTLY IN THE ENVELOPE PROVIDEDPROVIDED. YOU MAY ALSO AUTHORIZE YOUR PROXY TO
VOTE YOUR SHARES BY TELEPHONE AS DESCRIBED IN YOUR PROXY CARD.
We look forward to seeing you on March 22, 2017.
By Order of the Directors | |||||
 | |||||
WILLING L. BIDDLE | |||||
President & Chief Executive Officer |
February 9, 2017
February 12, 2014
URSTADT BIDDLE PROPERTIES INC.Table of Contents
321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830
PROXY STATEMENT
FOR
2017 ANNUAL MEETING OF STOCKHOLDERS
March 22, 2017
NOTICE OF AVAILABILITY OF PROXY MATERIALS
Pursuant to be held on March 26, 2014
This proxy statement is furnished to stockholders of Urstadt Biddle Properties Inc., a Maryland corporation (hereinafter calledrules adopted by the "Company"Securities and Exchange Commission (“SEC”), in connectionthe Company is providing shareholders with access to its proxy materials over the solicitationInternet. As a result, the Company is mailing to many of proxies on behalfits shareholders a Notice Regarding Availability of Proxy Materials (the “Notice of Availability”) instead of a paper copy of the directorsproxy materials. All shareholders receiving the Notice of Availability will have the Companyability to access the proxy materials over the Internet and to request a paper copy by mail by following the instructions in the Notice of Availability. In addition, the proxy card contains instructions for use atelecting to receive proxy materials over the Internet or by e-mail in future years. Mailing of paper copies of this Notice of Annual Meeting of Stockholders and Proxy Statement will begin on or about February 9, 2017. The principal executive offices of the Company (the "Meeting")are located at 321 Railroad Avenue, Greenwich, Connecticut 06830 (telephone: 203-863-8200).
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 22, 2017
This Proxy Statement and the Annual Report to Stockholders are available at www.proxyvote.com.
Why am I receiving this Proxy Statement?
You are receiving these materials because you owned our Common Shares or Class A Common Shares as a “registered” shareholder or you held Common Shares or Class A Common Shares in “street name” at the close of business on January 20, 2017, the record date for the Annual Meeting, and that entitles you to vote at our Annual Meeting to be held at 2:00 p.m. on Wednesday, March 26, 201422, 2017 at Six Landmark Square, 9th Floor, Stamford, CT 06901, or any postponements or adjournments of such meeting, for the purposes set forth in the Notice of Annual Meeting of Stockholders (the “Notice of Meeting”). This Proxy Statement contains information related to the solicitation of proxies for use at the Annual Meeting.
We had 9,660,073 Common Shares and 29,729,045 Class A Common Shares issued and outstanding on January 20, 2017.
Who is soliciting my proxy?
This solicitation of proxies is made by and on behalf of our Board of Directors. We will pay the costs of soliciting proxies, which will consist primarily of the cost of printing, postage and handling. In addition to soliciting proxies by mail, our officers, directors and other employees, without additional compensation, may solicit proxies personally or by other appropriate means. It is anticipated that banks, brokers, fiduciaries, custodians and nominees will forward proxy soliciting materials to their principals, and that we will reimburse these persons’ out-of-pocket expenses. We may also hire a proxy solicitation firm at a standard industry compensation rate, but do not currently intend to do so.
What is the difference between a “registered” shareholder and a shareholder holding shares in “street name?”
If your Common Shares or Class A Common Shares are registered directly in your name with Computershare, Inc., our transfer agent, you are a “registered” shareholder. If you own Common Shares or Class A Common Shares through a broker, bank, trust or other nominee rather than in your own name, you are the beneficial owner of the Common Shares or Class A Common Shares, but considered to be holding the Common Shares or Class A Common Shares in “street name.”
Who can attend the Annual Meeting?
If you are a holder of record of our Common Shares or Class A Common Shares at the close of business on January 20, 2017, the record date for the Annual Meeting, you are authorized to attend the Annual Meeting. You will be asked to present proof of share ownership and valid picture identification, such as a driver’s license or passport, before being admitted. If your common stock is held beneficially in the name of a bank, broker or other holder of record (i.e., street name), you will be asked to present proof of your ownership by presenting a bank or brokerage account statement reflecting your ownership as of the record date. Cameras, recording equipment and similar electronic devices will not be permitted to be used at the Annual Meeting. We may waive any one of these requirements on a case-by-case basis.
What are the voting rights of stockholders?
Holders of record of Class A Common Shares and Class A Common Shares of the Company as of the close of business on the record date, January 27, 2014,20, 2017, are entitled to receive notice of, and to vote at, the Annual Meeting. The outstanding Class A Common Shares and Class A Common Shares constitute the only classes of securities entitled to vote at the Annual Meeting. Each Common Share entitles the holder thereof to one vote and each Class A Common Share entitles the holder thereof to 1/20 of one vote. At the close of business on January 27, 2014,20, 2017, there were 9,188,9159,660,073 Common Shares issued and outstanding and 23,611,43429,729,045 Class A Common Shares issued and outstanding.
What will constitute a quorum at the Annual Meeting?
The presence, either in person or by properly executed proxy, of stockholders entitled to cast a majority of all votes entitled to be cast at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting, permitting the stockholders to conduct business at the Annual Meeting. Each Common Share outstanding on January 20, 2017, the record date, entitles the holder thereof to one vote and each Class A Common Share outstanding on the record date entitles the holder thereof to 1/20 of one vote.
We will include properly executed proxy cards marked “for,” “against”, “withhold” or “abstain” and broker “non-votes” as present at the Annual Meeting for purposes of determining a quorum. A broker non-vote occurs when a nominee holding shares for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares.
How many votes are needed to approve each of the proposals?
Directors are elected by a majority of the votes cast. Ratification of our independent registered public accounting firm and approval of the advisory vote on executive compensation will require the affirmative vote of the holders of not less than a majority of the votes cast at the Annual Meeting, in person or by properly executed proxy. For the approval of the vote on the frequency the Company should hold the advisory vote on executive compensation, the selection of “one year”, “two years” or “three years” that receives the greatest number of votes cast at the Annual Meeting, in person or by properly executed proxy, will indicate the shareholders’ preference.
How do I vote?
If you are a “registered” holder of Common Shares or Class A Common Shares at the close of business on January 20, 2017, the record date for the Annual Meeting, you can vote either in person at the Annual Meeting or by proxy without attending the Annual Meeting. We urge you to vote by proxy even if you plan to attend the Annual Meeting so that we will know as soon as possible that enough votes will be present for us to hold the meeting. If you attend the Annual Meeting in person, you may vote at the meeting and your proxy will not be counted. You can vote by proxy by any of the following methods:
Voting by Telephone or Through the Internet. If you are a “registered” shareholder, you may vote by proxy by using either the telephone or Internet methods of voting. Proxies submitted by telephone or through the Internet must be received by 11:59 p.m., eastern daylight time, on March 21, 2017. Please see the Notice of Availability or proxy card for instructions on how to access the telephone and Internet voting systems.
Voting by Proxy Card. A proxy is your legal designation of another person (the “proxy”) to vote your shares on your behalf. By completing your proxy through the Internet, by telephone or by returning a completed proxy card, you are giving Willing L. Biddle, President and Chief Executive Officer, and Miyun Sung, Senior Vice President, Chief Corporate Counsel and Secretary, the authority to vote your shares in the manner you indicate on your proxy. Accordingly, your Common Shares or Class A Common Shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, we encourage you to vote by signing and returning your proxy card in advance. Each “registered” shareholder electing to receive shareholder materials by mail may vote by proxy by using the accompanying proxy card. If you return a proxy card that is properly signed and completed, the Shares represented by your proxy will be voted as you specify on the proxy card. If you sign and return a proxy card without indicating how you want your shares to be voted, Mr. Biddle and Ms. Sung will vote your shares in accordance with the recommendations of the Board.
For those of you holding your Common Shares or Class A Common Shares in “street name,” we have supplied copies of our proxy materials for the Annual Meeting to the broker, bank, trust or other nominee holding your shares of record and they have the responsibility to send these proxy materials to you. You must either direct the broker, bank, trust or nominee as to how to vote your shares, or obtain a proxy from the broker, bank, trust or nominee to vote at the Annual Meeting. Please refer to the Notice of Availability or the voter instruction card used by your broker, bank, trust or nominee for specific instructions on methods of voting, including by telephone or using the Internet. If you fail to give your broker, bank, trust or nominee specific instructions on how to vote your shares with respect to Items 1, 3 and 4, your vote will NOT be counted for those matters. It is important for every shareholder’s vote to be counted on these matters so we encourage you to provide your broker, bank, trust or nominee with voting instructions. If you fail to give your broker, bank, trust or nominee specific instructions on how to vote your shares on Item 2, such broker, bank, trust or nominee will generally be able to vote on Item 2 as he, she or it determines.
What are the Board’s recommendations?
The Board recommends a vote:
| ● | FOR the election of each of the three director nominees; |
| ● | FOR the ratification of the appointment of PKF O’Connor Davies, LLP as the Company’s independent registered public accounting firm for the ensuing fiscal year; |
| ● | FOR the approval, on an advisory basis, of the compensation of our named executive officers; |
| ● | FOR the approval, on an advisory basis, of “three years” as the frequency for holding future advisory votes on executive compensation; and |
| ● | as to any other matter that may properly come before the Annual Meeting, in accordance with the recommendation of the Board or, if no recommendation is given, in the named proxies’ discretion to the extent permitted under relevant laws and regulations. |
Shares represented by proxies in the form enclosed, if such proxies are properly executed and returned and not revoked, will be voted as specified, but where no specification is made, the shares will be voted as follows:
•FOR the electionBoard recommends, as set forth above.
Will my Class A Common Shares and Common Shares be voted if I do not provide my proxy and I do not attend the Annual Meeting?
If you do not provide a proxy or vote your Common Shares or Class A Common Shares held as a “registered” shareholder, your shares will not be counted for purposes of determining a quorum or for determining whether the three directors;
•FORmatters presented at the Annual Meeting are approved. If you hold your shares in “street name,” your broker may be able to vote your shares for routine matters even if you do not provide the broker with voting instructions. The ratification of the appointment of PKF O'ConnorO’Connor Davies, LLP as the Company'sour independent registered public accounting firm for fiscal year 2017 is considered a routine matter. Your broker may not vote your shares for non-routine matters if you do not provide the ensuing fiscal year;broker with voting instructions.
•What if I return my proxy but abstain?FOR the approval,
Abstentions are counted as present for determining a quorum. However, abstentions will have no effect on an advisory basis,any of the compensation of our Named Executive Officers;items to be considered at the Annual Meeting.
•May I change my vote after I return my proxy card?FOR the amendment of the Company's Restricted Stock Award Plan; and
•as to any other matter thatYes. You may properly come before the Meeting, in the named proxies' discretion to the extent permitted under relevant laws and regulations.
To be voted, proxies must be filed with the Secretary of the Company prior to voting. Persons who are record holders maychange or revoke their proxiesa previously granted proxy at any time before exerciseit is exercised at the Annual Meeting by filingsubmitting a notice of such revocation, by filingproxy bearing a later dated proxy with the Secretary of the Company,date or by voting in person at the Annual Meeting. Persons who hold sharesPlease note that attendance at the meeting will not, in "street name" throughitself, constitute revocation of a previously granted proxy.
If your Common Shares or Class A Common Shares are held in street name, then you may submit new voting instructions by contacting your broker or nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy from your broker as described above.
Why did I receive more than one Notice, proxy card, voting instruction form and/or email?
You will receive more than one Notice of Availability, proxy card, voting instruction form or email, or any combination of these, if you hold your Common Shares or Class A Common Shares in different ways (i.e., joint tenancy, trusts and custodial accounts) or in multiple accounts. You should provide voting instructions for all Notices of Availability, proxy cards, voting instruction forms and email links you receive.
What is “householding” and how does it affect me?
If you and other nominee must followresidents at your mailing address who have the instructions provided by thesame last name own our Common Shares or Class A Common Shares in street name, your broker or nomineebank may have sent you a notice that your household will receive only one Annual Report to vote the shares.
Pursuant to rules adopted by the SecuritiesStockholders (the “Annual Report”) and Exchange Commission ("SEC"), the Company is providing shareholders with access to itsProxy Statement. This practice of sending only one copy of proxy materials overis known as “householding.” If you did not respond that you did not want to participate in householding, you were deemed to have consented to the Internet. As a result,process. If the Company is mailingforegoing procedures apply to many of its shareholders a Notice Regarding Availability of Proxy Materials instead of a paperyou, your broker has sent one copy of the proxy materials. All shareholders receiving theeach of our Notice will have the ability to access the proxy materials over the Internet and to request a paper copy by mail by following the instructions in the Notice. In addition, the proxy card contains instructions for electing to receive proxy materials over the Internetof Availability or by mail in future years. Mailing of paper copies of thisAnnual Report, Notice of Meeting and Proxy Statement to your address. However, even if your broker has sent only one copy of these proxy materials, each stockholder in your household should receive a proxy card or should be able to vote individually via telephone or internet. You may revoke your consent to householding at any time by contacting your broker or bank, if you hold your shares in a “street name,” or by calling Computershare at (866) 203-6250 if you are a “registered” stockholder. The revocation of your consent to householding will begin onbe effective 30 days
following its receipt. In any event, if you did not receive an individual copy of our annual report or about February 12, 2014. The principal executive officesProxy Statement, we will promptly send a separate copy of the Company are locatedAnnual Report, the Proxy Statement or the Notice of Availability to you upon oral or written request. Such request can be made by contacting us at 321 Railroad Avenue, Greenwich, ConnecticutCT 06830, (telephone: 203-863-8200; fax: 203-861-6755)attention: Secretary (telephone number: (203) 863-8200). Any stockholders sharing the same address and currently receiving multiple copies of the Annual Report and the Proxy Statement who wish to receive only one copy of these materials per household in the future may also contact your broker or bank or us to participate in the householding program.
Important Notice Regarding AvailabilityHow may “registered” shareholders and shareholders holding Common Shares or Class A Common Shares in “street name” elect to receive future shareholder materials by electronic mail (“email”) delivery?
Opting to receive all future proxy materials via email delivery saves us the cost of Proxy Materials
producing and mailing documents to your home or business and helps us to conserve natural resources. “Registered” shareholders who wish to receive their proxy materials in this manner may register to do so on Computershare’s website atwww.computershare.com/investor in which case you will receive an email containing links to our proxy materials. If you own Common Shares or Class A Common Shares in “street name” and wish to receive proxy materials via an email containing links, you must contact your broker, bank, trust or nominee for instructions on how to receive future proxy materials in this manner. Shareholders who hold Common Shares or Class A Common Shares in different ways (i.e., joint tenancy, trusts and custodial accounts) or in multiple accounts will need to complete the applicable process for each account. Your election to receive your proxy materials by email delivery will remain in effect for all future annual meetings until you revoke it.
Is there a list of stockholders entitled to vote at the Annual Meeting?
The names of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the meeting, between the hours of Shareholders9:00 a.m. and 4:30 p.m., by contacting our Secretary at our principal executive offices at 321 Railroad Avenue, Greenwich, CT 06830.
What if I have questions about the Notice of Availability, voting or email delivery?
Questions regarding the Notice of Availability, voting or email delivery should be directed to be heldour Secretary at 321 Railroad Avenue, Greenwich, CT 06830.
You should rely only on March 26, 2014the information provided in this Proxy Statement. We have not authorized anyone to provide you with different information. You should assume that the information in this Proxy Statement is accurate only as of the date of this Proxy Statement or, where information relates to another date set forth in this Proxy Statement, then as of that date.
This Proxy Statement and the Annual Report to Shareholders are available athttp://www1.snl.com/IRWebLinkX/GenPage.aspx?IID=4078030&gkp=203145
PROPOSAL 1
Our Board of Directors is currently comprised of 10 directors. Pursuant to Section 6.2 of the Company's Articles of Incorporation,Company’s charter, the directors are divided into three classes designated as Class I, Class II and Class III, each serving three-year terms. Three Directors are to be electedThe terms of three directors, comprising Class II, expire at the meeting.Annual Meeting on March 22, 2017. The Board of directorsDirectors, upon recommendation of the Nominating and Corporate Governance Committee (the “Governance Committee”), has nominated the following persons as directors: Messrs. Kevin J. Bannon, Richard Grellier and Charles D. Urstadt, to servewho are currently serving as directors comprising Class II directors, for re-election as Class II directors until the year 20172020 Annual Meeting of Stockholders, and until their successors have been elected and shall qualify. Each
See “Information Concerning Continuing Directors and Executive Directors” for information regarding the continuing Class I and Class III directors and “Corporate Governance and Board Matters” for information regarding the process for evaluating directors and the nomination process, as well as determinations of the nominees for director independence.
Class II currently is a director. The continuing directorsDirectors with Terms Expiring in Class III are Mrs. Catherine U. Biddle and Messrs. Robert R. Douglass, George H.C. Lawrence and Charles J. Urstadt, whose terms expire at the 2015 Annual Meeting. The continuing directors in Class I are Messrs. Willing L. Biddle, E. Virgil Conway and Robert J. Mueller, whose terms expire at the 2016 Annual Meeting.
INFORMATION REGARDING DIRECTOR NOMINEES2017
The following information concerning the principal occupation, other affiliations and business experience of each of the three nominees during the last five years has been furnishedprovided to the Company by such nominee.nominee:
Kevin J. Bannon,, age 61,64, has been a director of the Company since September 2008. From April 2008 to June 2015, Mr. Bannon currently iswas a Managing Director of Highmount Capital in New York. Between 1993 and 2007, Mr. Bannon served as Executive Vice President and Chief Investment Officer of The Bank of New York. Mr. Bannon currently serves as a director of the Prudential Retail Mutual Funds and Prudential’s closed-end funds, as the Chairman of the Audit Committee for the Prudential Short Duration High Yield Fund Inc. and the Prudential Global Short Duration High Yield Fund Inc.,Funds, as Chairmana member of the Investment Committee of the BNY Mellon Alcentra Mezzanine Partners Funds and Alcentra Capital Corp., as a director of the Boys and Girls Club of Northern Westchester, as a director of the Hundred Year Association of New York, and as a director of The Kensico Cemetery. Previously, Mr. Bannon served as President, BNY Hamilton Funds (2003-2007)(2003–2007); Trustee, Regis High School (1997-2003)(1997–2003); and Director, Shorewood Packaging Corporation (1992-2000)(1992–2000).
Experience, Qualifications, Key Attributes and Skills:Mr. Bannon has over 30 years of extensive investment, risk management and executive leadership experience, including service in senior investment, planning and finance positions as Executive Vice President and Chief Investment Officer of The Bank of New York. In addition, Mr. Bannon has extensivebrings to the Company a wealth of experience withoverseeing corporate risk management and overseeing processes for risk detection, avoidance and mitigation, - skills that are directly relevantcritical to his service on the Company'sCompany’s Board of Directors and its Audit Committee.
Richard Grellier,, age 53,56, has served as a director of the Company since September 2011. Mr. Grellier is currently is a Managing Director of Deutsche Bank Securities Inc., where he oversees capital market transactions, with a particular emphasis on REITs and real estate operating companies. Prior to joining Deutsche Bank, Mr. Grellier was a project manager for a developer, builder and operator of hospitality-related projects in the New York Metropolitan area where he focused on waterfront development and construction. He previously served as a member of the Company'sCompany’s Board of Consultants from 2002 to 2010.
Experience, Qualifications, Key Attributes and Skills:Mr. Grellier has overbrings to the Board more than 25 years of real estate experience, including 19over 20 years as a real estate investment banker, specialspecialized knowledge of the retail REIT sector and extensive experience in capital markets solutions. This experience, together with his Master of Business Administration degree from the Graduate School of Business at Columbia University, haveeducational background, has provided Mr. Grellier with the kinds of skills in risk management, and strategic planning skillsand capital markets that are valued by the Board.Board, as well as the financial knowledge that is essential to his role on the Audit Committee.
Charles D. Urstadt,, age 54,57, has been a director of the Company since 1997. Mr. Urstadt is currently President and Director of Urstadt Property Company, Inc., a real estate investment corporation, which is not related to the Company. Mr. Urstadt previously served as Director, Miami Design Preservation League (2008–2016); Director, Friends of Miami Marine Stadium, Inc. (2011-2015); Managing Director of Urstadt Real Estate LLC (a real estate consulting and brokerage firm) and President and Director of Urstadt Property Company, Inc. (a real estate investment corporation). He also serves as Chairman and Director, Miami Design Preservation League Inc., Member, City of Miami Beach Planning Board, and Director, Friends of Miami Marine Stadium, Inc. Mr. Urstadt previously served as(2008–2014); Executive Director of Sales, Halstead Property LLC (2007-2009)(2007–2009); Executive Vice President, Brown Harris Stevens, LLC (1992-2001)(1992–2001); Publisher, New York Construction News (1984-1992)(1984–1992); Member, Board of Consultants of the Company (1991-1997)(1991–1997); Director, Friends of Channel 13 (1992-2001)(1992–2001); Board Member, New York State Board for Historic Preservation (1996-2002)(1996–2002); President and Director, East Side Association (1994-1997)(1994–1997); and Director, New York Building Congress (1988-1992)(1988–1992).
2
Experience, Qualifications, Key Attributes and Skills:Mr. Urstadt's current positions as Managing DirectorUrstadt brings a wealth of Urstadt Real Estate LLC (a real estate consulting and brokerage firm) andbusiness experience from his current position as President and Director of Urstadt Property Company, Inc. (aThis real estate investment company), each unrelated to Urstadt Biddle Properties Inc., represententerprise represents the culmination of over 30 years of experience in real estate sales and leasing brokerage, property management and corporate policy-making. Mr. Urstadt'sUrstadt also brings to the Board his experience positions him to share valuableserving on a variety of private company boards. The Board draws on Mr. Urstadt’s experience and real estate acumen for insights concerninginto the Company'sreal estate industry and for strategic planning anddirection on the Company’s operations.
Vote Required; Board Recommendation
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 entitledvotes cast with respect to vote and presenteach nominee 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 “FOR FOR”APPROVALEACH OF THE NOMINEES FOR ELECTION AS DIRECTORS.DIRECTOR.
INFORMATION CONCERNING CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
The continuing directors in Class I are Messrs. Willing L. Biddle, Bryan O. Colley and Robert J. Mueller, whose terms expire at the 2019 Annual Meeting of Stockholders. The continuing directors in Class III are Mrs. Catherine U. Biddle and Messrs. George H.C. Lawrence, Charles J. Urstadt and Noble O. Carpenter, whose terms expire at the 2018 Annual Meeting of Stockholders.
Mr. Carpenter was appointed by the Board, upon consideration of his qualifications and the Board’s needs, as a Class III director on December 15, 2016 to fill a vacancy created by the passing of Robert D. Douglass on December 6, 2016. Mr. Carpenter was also appointed to serve on the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Carpenter was introduced as a potential candidate for the Board by the Company’s Chief Executive Officer.
Class III Directors with Terms Expiring in 20152018
Catherine U. Biddle,, age 50,53, has served as a director of the Company since March 2013. Mrs. Biddle is currently isExecutive Vice President, Secretary and a director of Urstadt Property Company, Inc. and Executive Vice President and Secretary of Two Park Place Corp. (each, each a real estate investment corporation).corporation unrelated to the Company. Mrs. Biddle also serves as Director, Kensico Cemetery, andCemetery. Mrs. Biddle previously served as Trustee, Historic Hudson Valley. Previously, Mrs. Biddle servedValley (2012–2014), and as an officer in The Bank of New York'sYork’s Commercial Real Estate Finance Division (1989-1993)(1989–1993).
Experience, Qualifications, Key AttributesMrs. Biddle brings to the Board valuable experience in the real estate sector, as well as many years of experience serving on both private company and Skills:Mrs. Biddle'snot-for-profit boards. In addition to her current positions as Executive Vice President and Director of Urstadt Property Company, Inc. and Executive Vice President of Two Park Place eachCorp., Mrs. Biddle has a real estate investment company and each unrelated to Urstadt Biddle Properties Inc., coupled with her commercial real estate banking experiencebackground and possesses strong familiarity with properties in the Company'sCompany’s core geographic area and the markets within which they are located, have providedlocated. The combination of her current and past professional experiences, together with property managementher real estate expertise, particularly in the Company’s core geographic areas, has enabled her to contribute immensely to the Board’s understanding of the Company’s core markets and corporate policy-making skills thatadd strategic insight into the Company values in connection with the Company's strategic planning andCompany’s operations.
Robert R. DouglassNoble O. Carpenter, Jr.,, age 82, is Vice-Chairman of the Board of Directors and55, has served as a director of the Company since 1991. Currently,2016. He is currently President, Investor Services & Capital Markets, Americas for Cushman & Wakefield, a commercial real estate services company. He is also a member of Cushman & Wakefield’s Americas Executive Committee and the Global Capital Markets Steering Committee. Prior to the merger of DTZ and Cushman & Wakefield in September 2015, Mr. Douglass isCarpenter was President of CounselDTZ’s America Capital Markets team. Mr. Carpenter came to Milbank, Tweed, Hadleyjoin DTZ as the result of a merger with Cassidy Turley, where he led the Strategic Accounts initiative, providing tailored, creative solutions and McCloy, attorneys. He also serves as Chairmanconsistent best practices to 25 of the Downtown Lower Manhattan Association; Chairman offirm’s largest institutional investor clients. Prior to joining Cassidy Turley in 2011, Mr. Carpenter spent more than 20 years at Jones Lang LaSalle Incorporated, a professional services and investment management company specializing in real estate, where he was an International Director in the Alliance for Downtown New YorkCapital Markets Group. While there, he held senior transactional and as a director of the Lower Manhattan Development Corporation. Mr. Douglass previously served as Chairmanleadership roles 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 theworked closely with public and private sector. Heinstitutional investors, developers and opportunity funds.
As a seasoned executive in the real estate industry, Mr. Carpenter has served as a directornearly 30 years 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 strategiescommercial real estate, with broad knowledge of the national real estate market, as well as specific knowledge of the local New York City market. In particular, his extensive knowledge of real estate brokerage and assessing regulatory, financial, and operational risks that make him afinancing enables Mr. Carpenter to offer valuable assetinsight with respect 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.Company’s financing strategy.
George H.C. Lawrence,, age 76,79, has served as a director of the Company since 1988. Mr. Lawrence currently serves as President and Chief Executive Officer of Lawrence Properties, Inc., a real estate management company (since 1970). Mr. Lawrence, and has previously served as ChairmanPresident of the Westchester County Association, and as a director (1976-2013)Director (1976–2013) and Chairman (2007-2013)(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 twenty20 years, he has been an active participant incontributor to the Company’s growth, and continues to add to the strength of the Company and the developmentBoard with his deep understanding of the Company's proven business strategies. In an industry that is characterized by cycles, Mr. Lawrence offers an important perspectiveCompany’s history and values, and practical understanding of real estate management and operations, all of which adds to his role as Chairman of the Board's focus on long-term planning and results.Compensation Committee.
Charles J. Urstadt,, age 85,88, 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 of Urstadt Property Company, Inc. (a, a real estate investment corporation); and Governor, Lawrence Hospital Center.corporation unrelated to the Company. Previously, Mr. Urstadt served as Governor, Lawrence Hospital Center (2009–2014), and Trustee, Historic Hudson Valley (1998 - (1998–2012). He is the Retired Founding Chairman, Battery Park City Authority; Retired Advisory Director, Putnam Trust Company; Trustee Emeritus, Pace UniversityUniversity; 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 extensivea wealth of real estate investment, policy-making, risk management, executive leadership, strategic planning and operations experience.experience, as well as a strong business acumen. 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'sCompany’s current business model. Together with the Chief Executive Officer, he is responsible for overall management of the Company'sCompany’s business. As such, Mr. Urstadt is uniquely positioned to provide critical insight concerning operations, strategic and financial planning, and risk management. As Chairman, he also provides strategic vision to the Company.
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Class I Directors with Terms Expiring in 20162019
Willing L. Biddle,, age 52,55, 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:capacities, including Chief Operating Officer (1996-2013);(1996–2013), Executive Vice President (March 1996-December1996–December 1996);, Senior Vice President — President–Management (1995-1996);(1995–1996), and Vice President — President–Retail (1993-1995)(1993–1995). In addition, Mr. Biddle formerly served as an Advisory Director of the Putnam Trust Company (2002-2008)(2002–2008).
Experience, Qualifications, Key Attributes and Skills:Mr. Biddle hasbrings to the Company more than 2530 years of experience in commercial real estate, real estate finance and leasing. Prior to being elected to the position ofhis appointment as Chief Executive Officer, effective July 1, 2013, Mr. Biddle served in various executive management positions within the Company overfor more than 20 years, including as President and Chief Operating Officer for 17 years. InThrough 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 becomeowners, which are critical to the Company's primary deal maker and, throughCompany’s business. Through his hands-on management approach, acquiredMr. Biddle has a comprehensive understanding of all of the Company's operations. ThisCompany’s operations, which places him in a unique position to share valuable insights with all of the directors.Board and bring strategic leadership and long-term vision to the Company.
E. Virgil ConwayBryan O. Colley,, age 84,61, has served as a director of the Company since 1989.2015. He is currently a principal of a number of entities including, among others, Benchris, Inc., Bryan C. Limited Partnership and McMontebello LLC, which collectively operate numerous McDonald’s restaurants. Mr. Conway currentlyColley is the founder and Chairman (since 2000) of Rittenhouse Advisors, LLC.Ronald McDonald House of the Greater Hudson Valley. He also serves as Vice Chairmana director of The AcademyCountry Bank (since 1988), where he is a member of Political Sciencethe Examining (Audit), Executive, Compliance, and Compensation Committees. Mr. Colley previously served as a Memberdirector of Tosco Funding Corporation (1996-2001) and Tosco Capital Corporation (1995-2001).
As both an attorney and businessman, Mr. Colley has over 35 years of experience owning, managing, operating and/or leasing commercial properties and restaurant enterprises, all skills that are value to the Board. In particular, his extensive knowledge of franchising, a business model employed by many of the Company’s
tenants, enables Mr. Colley to offer valuable insight with respect to the Company’s leasing strategy and its understanding of the industries in which the Company’s tenants operate. Mr. Colley also brings valuable insight into the local business markets, given his decades of experience as a business executive in 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.City tri-state area.
Robert J. Mueller,, age 71,75, 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)(1991–2004), as Executive Vice President of The Bank of New York (1989-1991)(1989–1991), and as a member of Battery Park City Authority (2005-2012)(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'sbank’s global trading operations, commercial real estate lending, regional commercial banking, community development, residential mortgage lending and equipment leasing. He was also a member of the bank'sbank’s Senior Planning Committee. Mr. Mueller currently serves on the Boards of the Emigrant Savings Bank, Danita Container, Inc., and Reverse Mortgage Investment Trust, Inc. He is Director Emeritus of the Borough of Manhattan Community College Fund and Danita Container, Inc.Fund. He is also a trustee of Brewster Academy in Wolfeboro, New Hampshire. Previously, Mr. Mueller served as a director of Community Preservation Corp. (1992-2013)(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.York. His backgroundextensive experience in this areaboth finance and skills derived as a former member of the bank's Senior Planning Committeereal estate have provided Mr. Mueller with the leadership, strategic planning, risk management and operational experience that is sought after in corporate directors. Mr. Muellerpublic company directors, as well as a deep understanding of finance and accounting that is the currentcritical to service as Chairman of the Company'sCompany’s Audit Committee.
Executive Officers whoWho are notNot Directors
Thomas D. Myers, age 62, has served the Company as Executive Vice President, Secretary and Chief Legal Officer since March 2009. Mr. Myers has served as Chief Legal Officer since September 2008 and as Secretary since 1999. Previously, Mr. Myers served the Company as Senior Vice President (2003-2009), Co-Counsel (2007-2008), Vice President (1995-2003) and as Associate Counsel (1995-2006).
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John T. Hayes, age 47,50, 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.
Stephan A. Rapaglia, age 43, was elected46, has served the Company as Chief Operating Officer of the Company, effectivesince January 1, 2014. He also serves as Senior Vice President, Real Estate Counsel and Assistant Secretary of the Company. Mr. Rapaglia joined the Company in 2008 as Vice President and Real Estate Counsel and subsequently was elected Assistant Secretary in 2009 and Senior Vice President in 2012. Prior to joining the Company, Mr. Rapaglia practiced law in the private sector.
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CORPORATE GOVERNANCE AND BOARD MATTERS
Urstadt Biddle Properties Inc. isWe are committed to maintaining sound corporate governance principles. Theprinciples, which we believe are essential to serving our stockholders well and maintaining our integrity in the marketplace. Accordingly, the Board of Directors has approved formal Corporate Governance Guidelines that addressadopted and maintains the qualifications and responsibilities of directors, director independence, committee structure and responsibilities, and interactions with management, among other matters. The Corporate Governance Guidelines are available on the Company's website at http://www.ubproperties.com. following:
| ● | Corporate Governance Guidelines, which address the qualifications and responsibilities of directors, director independence, committee structure and responsibilities, and interactions with management, among other matters |
| ● | Code of Ethics for Senior Financial Officers |
| ● | Code of Business Conduct and Ethics |
Together with the bylaws of the CompanyCompany’s Bylaws and the charters of the Board'sBoard’s committees, the Corporate Governance Guidelinesthese guidelines and policies provide the framework for the governance of the Company. From time to time, we may revise these guidelines and policies and charters in response to changing regulatory requirements, evolving best practices and the concerns of our stockholders and other constituents. Please visit our website at www.ubproperties.com under Investors/Governance to view or obtain a copy of the current version of any of these documents.
Board Leadership Structure
Pursuant to our Corporate Governance Guidelines and Governance Committee charter, each year, our Governance Committee evaluates the structure and composition of our Board of Directors, including the current leadership structure, and discusses its recommendations with the full Board. Our Board does not have a policy with respect to the separation of the offices of Chairman of the Board and the Chief Executive Officer. For many years, the Company combined the positions of Chief Executive Officer and Chairman of the Board of Directors. Most recently,Directors and, for more than twenty years, both positions were held by Charles J. Urstadt. Effective July 1, 2013, however, as part of the board'sBoard’s succession planning strategy, the directors split these positions and elected Willing L. Biddle as Chief Executive Officer. Mr. Biddle haspreviously served as President and Chief Operating Officer for the last seventeen years. Mr. Urstadt continues to serve as an executive officer of the Company with the title of Chairman, and as Chairman of the Board of Directors. The Chief Executive Officer has overall responsibility for guiding the executive management team. The Chairman has responsibility for conducting all board meetings and is the final authority on the agenda for all board meetings. Currently, the Company does not have a separate lead director position.position, and the Board has also determined not to continue having the Vice Chairman position, following Mr. Douglass’ death. All of the independent directors serve on the Nominating and Corporate Governance Committee. The Board also relies on the Chairs of its committees, each of whom are independent, to provide additional leadership, and therefore believes that this provides an appropriate balance to the leadership structure.structure is appropriately balanced.
Risk Oversight
The Board of Directors retains responsibility for, and is actively involved in, the oversight and management of risks that could impact the Company. The Board committees that are more particularly described on the following pages have primary responsibility for managing risk within each committee's area of discipline. The Audit Committee regularly reviews and discusses the Company's policies and procedures with respect to risk assessment generally and specifically financial risk exposures, including risks associated with liquidity, interest rates, credit, operations and other matters. The Compensation Committee oversees risks related to the Company's policies concerning executive compensation and compensation generally. Each committee reports regularly to the Board to facilitate the Board's risk oversight. The Board also receives reports directly from senior officers who may be involved on a more regular basis with specific risk issues.
Board Independence
The Company'sOur Corporate Governance Guidelines include specific Director Independence Standardsrequire that comply with applicable rulesat least a majority of our directors satisfy the SEC and the listing standardsindependence requirements of the New York Stock Exchange ("NYSE"(“NYSE”). The Board requires listing standards, as well as comply with applicable SEC regulations. To adequately assess and ensure that at least a majority of our directors qualify as independent and each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is comprised solely of independent directors, the Board undertakes an annual review of the independence of all directors. In making its directors satisfy this definition of independence. Thedeterminations regarding independence, the Board of Directors has consideredconsiders all facts and circumstances, including any business and other relationships between the Company and each of its directors, including informationdirectors. During the Board’s most recent assessment of director independence, it considered the following relationships: a market-rate lease for restaurant space at one of our shopping centers between the Company, as landlord, and McDonald’s Corporation, as tenant, a company with which Mr. Colley has a franchise relationship; occasional commercial brokerage and consulting services (less than $4,000 in fees for each of the past two years) provided by Cushman & Wakefield, by whom Mr. Carpenter is employed; and financial services provided to the Company by Deutsche Bank, by whom Mr. Grellier is employed. In the directors.case of Mr. Carpenter and
Mr. Grellier, neither director receives any portion of the fees paid to Cushman & Wakefield or Deutsche Bank, respectively, by the Company, and each director has been and will continue to be walled off both financially and otherwise from any transactions the Company may enter into with such company. Based upon its review, the Board of Directors determined that, all of its directors, other than Mrs. Catherine U. Biddle and Messrs. Willing L. Biddle, Charles J. Urstadt and Charles D. Urstadt, all of its directors, including Robert Douglass who passed away in December 2016, were or are independent, consistent with the Corporate Governance Guidelines.
CommitteesCriteria for Membership on the Board of Directors; Nominations for Director
Each year, the Governance Committee oversees the Board and committee self-evaluation process and considers individuals for appointment, election or re-election to the Board. In identifying and evaluating individuals, the Governance Committee has the authority to consider candidates from a variety of sources, including existing members of the Board, new candidates proposed by management or other directors, as well as candidates that may be proposed by stockholders. The Governance Committee also has the authority to consult with or retain advisors or search firms to assist in identifying qualified director candidates, but did not retain one for 2016. Mr. Carpenter was introduced as a potential candidate for the Board by the Company’s Chief Executive Officer. After identifying and evaluating potential candidates, the Governance Committee then makes a recommendation to the Board regarding director appointments and nominations for election or re-election, taking into account the criteria set forth in the Director Candidate Guidelines, which are part of the Corporate Governance Guidelines.
Pursuant to the Director Candidate Guidelines, the Board of Directors and Certain Meetings
During the fiscal year ended October 31, 2013, the Board of Directors held five meetings. The Board of Directors has four standing committees: an Audit Committee,believes that a Compensation Committee, a Nominating and Corporate Governance Committee and an Executive Committee. Without exception, each director attended every meeting held during the fiscal year by the Board of Directors and by all committees of which such director is a member.
The Audit Committee consists of three non-employee directors, each of whom is independent as defined in the listing standards (as amended from time to time) of the New York Stock Exchange. The Audit Committee held five meetings during the fiscal year ended October 31, 2013. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities. The Committee's primary duties are to:
•monitor the integrity of the Company's financial statements, financial reporting processes and systems of internal controls over financial reporting;
•monitor the Company's compliance with legal and regulatory requirements relating to the foregoing;
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•monitor the independence and performance of the Company's independent auditor and internal auditing function;
•provide an avenue of communication among the Board, the independent auditor, management and persons responsible for the internal audit function; and
•prepare the annual disclosures required of the Committee by Item 407 of Regulation S-K.
The Board of Directors has approved a written charter for the Audit Committee, the text of which may be viewed on the Company's website at http://www.ubproperties.com. The Audit Committee has sole authority to appoint, retain, oversee and, when appropriate, terminate the independent auditor of the Company. The Committee reviews with management and the independent auditor the Company's quarterly financial statements and internal accounting procedures and controls, and reviews with the independent auditor the scope and results of the auditing engagement. Messrs. Kevin J. Bannon, Richard Grellier and Robert J. Mueller (Chair) are the current members of the Audit Committee. The Board of Directors has determined that Mr. Robert J. Mueller, Chair of the Committee, meets the standards of an "Audit Committee Financial Expert" as that term is defined under Item 407(d) of Regulation S-K.
The Compensation Committee consists of three non-employee directors, each of whom is independent as defined in the listing standards (as amended from time to time) of the New York Stock Exchange. The Compensation Committee held three meetings during the fiscal year ended October 31, 2013. Key responsibilities of the Compensation Committee include:
•reviewing the Company's overall compensation strategy to assure that it promotes shareholder interests and supports the Company's strategic objectives;
•reviewing and approving corporate goals and objectives relevant to compensation of the Company's Chief Executive Officer, evaluating the Chief Executive Officer's performance in light of those goals and objectives and establishing the compensation of the Company's Chief Executive Officer;
•reviewing and recommending to the Board compensation for directors and non-CEO executive officers;
•administering the Company's Restricted Stock Plan and approving bonus or cash incentive plans used to compensate officers and other employees; and
•reviewing and discussing with management the Compensation Discussion and Analysis required by Item 402 of Regulation S-K and preparing the disclosures required of the Committee by Item 407 of Regulation S-K in accordance with applicable rules and regulations.
The Board of Directors has approved a written charter for the Compensation Committee, the text of which may be viewed on the Company's website at http://www.ubproperties.com. Messrs. E. Virgil Conway (Chair), Robert R. Douglass and George H.C. Lawrence are the current members of the Compensation Committee.
The Nominating and Corporate Governance Committee ("Governance Committee") consists of six non-employee directors, each of whom is independent as defined in the listing standards (as amended from time to time) of the New York Stock Exchange. The Governance Committee held one meeting during the fiscal year ended October 31, 2013. The principal responsibilities of the Governance Committee are to:
•establish criteria for Board membership and selection of new directors;
•recommend nominees to standcandidate for election to the Board including incumbent Board membersshould possess the intelligence, education and experience necessary to make a significant contribution to the Board. In order to make such a contribution, a candidate should bring a range of skills and perspectives to the deliberations of the Board. While a candidate’s overall ability and experience will determine his or her suitability, the Governance Committee, which is responsible for identifying candidates for new directors;
•develop, recommend and periodically review a set of corporate governance principles and evaluate compliance by management andmaking recommendations to the Board, with those principleswill examine the following minimum attributes and the Company's Code of Business Conduct and Ethics;
•develop and periodically review succession planning for the Chief Executive Officer, with the assistance of the Chief Executive Officer and other members of the Board; and
•oversee an annual evaluation of the performance of the Board of Directors and each of its chartered committees.
The Corporate Governance Guidelines includequalifications, which are set forth in the Director Candidate Guidelines recommended byincluded in the Corporate Governance Committee and approved by the Board of Directors, which set forth the minimum qualifications and additional considerations that the Governance Committee uses in evaluating candidates for election to the Board. The Director Candidate Guidelines include the following minimum qualifications:Guidelines:
•a candidate's demonstrated integrity and ethics consistent with the Company's Code of Business Conduct and Ethics;
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•a candidate'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
•a candidate's willingness to represent the best interests of all of the Company's shareholders and not just a particular constituency.
| ● | a candidate’s demonstrated integrity and ethics consistent with the Company’s Code of Business Conduct and Ethics; |
| ● | a candidate’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 NYSE listing standards and applicable rules of the SEC, participation on at least one committee of the Board; and |
| ● | a candidate’s willingness to represent the best interests of all of the Company’s shareholders and not just a particular constituency. |
The Board has not adopted a numerical limit on the number of corporate boards on which its directors may serve; however, the Governance Committee will consider the demands on a candidate'scandidate’s time in selecting nominees. In addition, the Governance Committee will take into consideration such other factors as it deems appropriate, including:
| ● | a candidate’s experience in real estate, business, finance, accounting rules and practices, law and public relations; |
| ● | a candidate’s management experience, judgment, skill and experience with businesses and organizations comparable to the Company; |
| ● | the appropriate size and diversity of the Company’s Board of Directors; and |
| ● | the needs of the Company with respect to the particular talents and experience of its directors and the interplay of the candidate’s experience with that of other Board members. |
•a candidate's experience in real estate, business, finance, accounting rules and practices, law and public relations;
•the appropriate size and diversityTable of the Company's Board of Directors;Contents
•the needs of the Company with respect to the particular talents and experience of its directors and the interplay of the candidate's experience with that of other Board members; and
•a candidate's management experience, judgment, skill and experience with businesses and organizations comparable to the Company.
In considering diversity in selecting director nominees, the Governance Committee gives weight to the extent to which candidates would increase the effectiveness of the Board by improving the experience, qualifications, key attributes and skills represented by the members of the Board. The Company requires that at least a majority of its directors satisfy the independence criteria established by the New York Stock ExchangeNYSE and any applicable SEC rules, as they may be amended from time to time. In addition, the Governance Committee will consider the financial literacy and financial background of nominees to ensure that the Board has at least one "audit“audit committee financial expert"expert” on the Audit Committee and that Board members who might serve on the Audit Committee satisfy the financial literacy requirements of the NYSE. The Governance Committee believes it appropriate for at least one key member of the Company'sCompany’s management to participate as a member of the Board.
Shareholders can suggest qualified candidates for director by writing to the Company's corporate secretaryCompany’s Secretary at 321 Railroad Avenue, Greenwich, CT 06830. Submissions timely received (as described under "Other Matters" on page 33) and whichthat comply with the criteria outlinedrequirements set forth in Section 2.04 of the preceding paragraphs,Company’s Bylaws will be forwarded to the ChairpersonChair of the Governance Committee for review and consideration. Under our Bylaws, in order to have a stockholder proposal or director nomination considered at an annual meeting of stockholders, stockholders are generally required to deliver to the Company certain information concerning themselves and their stockholder proposal or director nomination, as specified in the Bylaws, not less than 75 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting (the “annual meeting anniversary date”); provided, however, that, if the annual meeting is scheduled to be held on a date more than 30 days before or more than 60 days after the annual meeting anniversary date, notice must be delivered to us not later than the close of business on the later of the 75th day prior to the scheduled date of such annual meeting or the 15th day after public disclosure of the date of such meeting. A copy of our Bylaws is available on the Company’s website under Investor Relations/Governance at http://www.ubproperties.com. It may also be obtained by sending a written request to the Company at the attention of the Secretary. See also “Other Matters” in this Proxy Statement for dates currently applicable for submissions for the 2018 annual meeting of stockholders. Failure to comply with the timing and informational requirements set forth in the Company’s Bylaws will result in such proposal or director nomination not being considered at the annual meeting.
The Committee does not intend to evaluate such nomineeswill consider all candidates for director nominated by a shareholder in accordance with the Company’s Bylaws and applicable securities laws in the same manner that it considers any differently than other nominees tocandidate.
Committees of the Board.Board of Directors
The Board of Directors has approvedfour standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and an Executive Committee. The current members of our committees are as follows:
| Nominating & | ||||||||
| Corporate | ||||||||
| Audit | Compensation | Governance | Executive | |||||
| Committee | Committee | Committee | Committee | |||||
| Charles J. Urstadt | X | |||||||
| Willing L. Biddle | X | |||||||
| Kevin J. Bannon* | X | X (Chair) | ||||||
| Catherine U. Biddle | X | |||||||
| Noble O. Carpenter* | X | X | ||||||
| Bryan O. Colley* | X | X | ||||||
| Richard Grellier* | X | X | ||||||
| George H.C. Lawrence* | X (Chair) | X | ||||||
| Robert J. Mueller* | X (Chair) | X | X | |||||
| Charles D. Urstadt | X |
* Independent
Until his passing in December 2016, Mr. Douglass served as a Class III director, as Vice Chairman of the Board of Directors, Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee.
The Board of Directors has determined that Mr. Robert Mueller, Chair of the Audit Committee, meets the standards of an “Audit Committee Financial Expert” as that term is defined under Item 407(d) of Regulation S-K. Each member of the Audit Committee is financially literate, as required by the NYSE.
Audit Committee
The Audit Committee consists of three independent directors, each of whom is independent as defined in the listing standards of the NYSE and meets other standards and requirements set forth in the Corporate Governance Guidelines. The Audit Committee operates pursuant to a written charter that is reviewed annually. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities. The Audit Committee’s primary duties are to:
| ● | monitor the integrity of the Company’s financial statements, financial reporting processes and systems of internal controls over financial reporting; |
| ● | monitor the Company’s compliance with legal and regulatory requirements relating to the foregoing; |
| ● | monitor the independence and performance of the Company’s independent auditor and internal auditing function; |
| ● | provide an avenue of communication among the Board, the independent auditor, management and persons responsible for the internal audit function; and |
| ● | prepare the Report of Audit Committee, as required by applicable securities regulations. |
The Audit Committee has sole authority to appoint, retain, oversee and, when appropriate, terminate the independent auditor of the Company. The Committee reviews with management and the independent auditor the Company’s quarterly financial statements and internal accounting procedures and controls, and reviews with the independent auditor the scope and results of the auditing engagement. See “Report of Audit Committee” set forth in this Proxy Statement for a further description of the Audit Committee’s responsibilities. Additional rights and responsibilities are set forth in the Audit Committee’s written charter.
Compensation Committee
The Compensation Committee consists of three independent directors, each of whom is independent as defined in the listing standards of the NYSE and meets other standards and requirements set forth in the Corporate Governance Guidelines. The Compensation Committee operates pursuant to a written charter that is reviewed annually. Key responsibilities of the Compensation Committee include:
| ● | reviewing the Company’s overall compensation strategy to ensure that it promotes shareholder interests and supports the Company’s strategic objectives; |
| ● | reviewing and approving corporate goals and objectives relevant to compensation of the Company’s Chief Executive Officer, evaluating the Chief Executive Officer’s performance in light of those goals and objectives and establishing the compensation of the Company’s Chief Executive Officer; |
| ● | reviewing and recommending to the Board compensation for directors and non-CEO executive officers; |
| ● | administering the Company’s Restricted Stock Award Plan and approving bonus or cash incentive plans used to compensate officers and other employees; and |
| ● | reviewing and discussing with management the Compensation Discussion and Analysis and preparing the Compensation Committee Report, as required by applicable securities regulations. |
The Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant and other advisors in the discharge of its duties. Additional rights and responsibilities are set forth in the Compensation Committee’s written charter.
For a description of the role performed by executive officers in determining or recommending the amount or form of executive and director compensation, see “Compensation Discussion and Analysis.”
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee consists of six independent directors, each of whom is independent as defined in the listing standards of the NYSE and meets other standards and requirements set forth in the Corporate Governance Guidelines. The Governance Committee operates pursuant to a written charter that is reviewed annually and was approved by the Board. All of the independent directors serve on the Governance Committee. The principal responsibilities of the Governance Committee the text of which may be viewed on the Company's website at http://www.ubproperties.com. Messrs. Kevin J. Bannon, E. Virgil Conway, Robert R. Douglass (Chair), Richard Grellier, George H. C. Lawrence and Robert J. Mueller are the currentto:
| ● | establish criteria for Board membership and selection of new directors; |
| ● | recommend nominees to stand for election to the Board, including incumbent Board members and candidates for new directors; |
| ● | develop and recommend a set of corporate governance principles and evaluate compliance by management and the Board with those principles, ethics standards and its code of conduct; |
| ● | review the Company’s insider trading policy; |
| ● | develop and periodically review succession planning for the Chief Executive Officer, with the assistance of the Chief Executive Officer and other members of the Board; and |
| ● | oversee an annual evaluation of the performance of the Board of Directors and each of its chartered committees. |
The Governance Committee has sole authority to select and retain, terminate and approve the retention terms of any consultant or search firm to be used in identifying director candidates. Additional rights and responsibilities are set forth in the Governance Committee.Committee’s written charter.
Executive Committee
The Executive Committee, consisting of fourfive directors, held twothree meetings during the fiscal year ended October 31, 2013.2016. In general, the Executive Committee is convened only if timely attention to a transaction or matter makes calling a meeting of the Board of Directors not feasible or difficult. The Executive Committee may exercise such powers of the directors between meetings of the directors as may be delegated to it by the directors (except for certain powers of the directors which may not be delegated). Messrs. Willing L. Biddle, Robert R. Douglass, Charles D. Urstadt
Meetings of the Board of Directors and Charles J. Urstadtits Committees; Director Attendance
Pursuant to our Corporate Governance Guidelines, the Board is required to hold a minimum of four quarterly meetings per year. Directors are expected to attend substantially all meetings of the currentBoard and meetings of the committees of the Board on which they serve. During the fiscal year ended October 31, 2016, the Board held five meetings, in addition to actions by unanimous written consent.
Pursuant to their committee charters, each of the Compensation Committee and Governance Committee is required to meet at least once per year, and the Audit Committee is required to meet at least quarterly. The Executive Committee only meets on an as needed basis. During the fiscal year, the Audit Committee held five meetings, the Compensation Committee and the Governance Committee each held one meeting and the Executive Committee held three meetings.
Each director attended at least 75% of the aggregate number of all meetings held by the Board of Directors and all meetings held by committees of which such director was a member.
The Company encourages, but does not require, that members of its Board of Directors attend the annual meeting of stockholders. All but one of the Company’s then current directors attended the Annual Meeting of Stockholders held on March 24, 2016.
Executive Committee.Sessions
The Chair of the Governance Committee presides over all executive sessions of the independent directors. In the fiscal year ended October 31, 2013,2016, the independent directors of the Company met oncefour times in executive session. Mr. Robert Douglass, Chair of the Nominating and Corporate Governance Committee during fiscal year 2016, presided over the meeting.meetings.
Risk Oversight
One of the important roles of our Board is to oversee various risks that we may face from time to time. While the full Board has primary responsibility for risk oversight, it utilizes its committees, as appropriate, to monitor and address the risks that may be within the scope of a particular committee’s expertise or charter. The Audit Committee regularly reviews and discusses the Company’s policies and procedures with respect to risk assessment generally and specifically financial risk exposures, including risks associated with liquidity, interest rates, credit, operations and other matters, as well as internal controls over financial reporting. The Audit Committee also oversees risks related to the Company’s policies concerning the whistleblower process, the code of ethics for senior financial officers and the code of business conduct and ethics. The Compensation Committee oversees risks related to the Company’s policies concerning executive compensation and compensation generally. The Governance Committee oversees risks related to the Company’s policies regarding related party transactions and insider trading, among other things. Each committee reports regularly to the Board to facilitate the Board’s risk oversight. The Board also receives reports directly from senior officers who may be involved on a more regular basis with specific risk issues.
Code of Ethics for Senior Financial Officers; Code of Business Conduct and Ethics
We have adopted a Code of Ethics for Senior Financial Officers (the “Code of Ethics”). The Code of Ethics applies to the Company’s Chief Executive Officer, Chief Financial Officer and Controller and is intended to deter wrongdoing, promote honest and ethical conduct, promote proper disclosure of financial information in the Company’s periodic reports, and promote compliance with applicable laws, rules and regulations by the Company’s senior officers who have financial responsibilities, among other things. We intend to satisfy the disclosure requirements under the Securities and Exchange Act of 1934, as amended, regarding an amendment to or waiver from a provision of our Code of Ethics by posting such information on our web site.
We have also adopted a Code of Business Conduct and Ethics that applies to all of our employees and directors that is similarly designed to promote ethical conduct. We intend to satisfy the disclosure requirements under NYSE listing standards regarding any waiver for a director or executive officer from a provision of our Code of Business Conduct and Ethics by posting such information on our web site.
Contacting the Board of Directors
Stockholders and other interested parties who desire to contact the Company’s Board of Directors or any individual director may do so by writing to: Board of Directors, c/o Secretary, Urstadt Biddle Properties Inc., 321 Railroad Avenue, Greenwich, CT 06830. The Board has instructed our Secretary to promptly forward all such communication to the specified addressees thereof.
Stockholders and other interested parties also may direct communications solely to the independent directors of the Company, as a group, by addressing such communications to the independent directors, c/o Secretary, at the address set forth above.
In addition, the Board of Directors maintains special procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the submission by employees of the Company, on a confidential and anonymous basis, of concerns regarding questionable accounting or auditing matters. Such communications may be made by writing to the Audit Committee of the Board of Directors, c/o Secretary, at the address set forth above. Any such communication marked “confidential” will be forwarded by the Secretary, unopened, to the Chairman of the Audit Committee.
RATIFICATION OF APPOINTMENT OF THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
PKF O'Connor Davies, a division of O'Connor Davies, LLP ("PKF"), provided auditing and other professional services toOur consolidated financial statements for the Company during the fiscal year ended October 31, 2013.
2016 have been audited by PKF O’Connor Davies, LLP (“PKF”), who served as our independent registered public accounting firm for the last fiscal year. The Audit Committee has appointed PKF to audit the financial statements of the Companyserve as our independent registered public accounting firm for the fiscal year ending October 31, 2014 and recommends to the stockholders2017.
We have been advised by representatives of PKF that such appointment be ratified. Representatives of PKFthey will be present at the Annual Meeting with the opportunity to make a statement if they so desire. Such representatives also will be available to respond to appropriate questions.
Vote Required; Board Recommendation
The Sarbanes-Oxley Act of 2002 requires the Audit Committee to be directly responsible for the appointment, compensation and oversight of the audit work of the independent registered public accounting firm. Nevertheless, our Board of Directors is submitting the appointment of PKF to the stockholders for ratification as a matter of good corporate practice.
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 presentvotes cast on this proposal at the Annual Meeting, in person or by properly executed proxy, subject to quorum requirements, will be required to ratify the appointment of PKF as the independent registered public accounting firm of the Company. If the stockholders do notfail to ratify the appointment of PKF, the Audit Committee willmay reconsider whether or not tothe appointment and may retain PKF asor another accounting firm without resubmitting the matter to stockholders. Even if the stockholders ratify the appointment, the Audit Committee may select another firm if it determines such selection to be in our and our stockholders’ best interest.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF
PKF O’CONNOR DAVIES, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY.
FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The SEC requires disclosure of the fees billed by the Company’s independent registered public accounting firm of the Company for the fiscal year ending October 31, 2014.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDSA VOTE FOR RATIFICATION OF THE APPOINTMENT OFPKF O'CONNOR DAVIES, A DIVISION OF O'CONNOR DAVIES, LLP,AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY.
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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") inservices. For the fiscal year ended October 31, 2013 is set2016, PKF served as the Company’s independent registered public accounting firm. The following table sets forth the aggregate fees billed by PKF during the fiscal years ended October 31, 2016 and 2015 respectively.
| Fiscal Year Ended | Fiscal Year Ended | ||||||||
| October 31, 2016 | October 31, 2015 | ||||||||
| Fees Billed: | |||||||||
| Audit Fees | $ | 374,280 | $ | 363,295 | |||||
| Audit-Related Fees | $ | 50,450 | $ | 23,500 | |||||
| Tax Fees | $ | 7,950 | $ | 29,250 | |||||
| All Other Fees | $ | 0 | $ | 0 | |||||
| Total | $ | 432,680 | $ | 416,045 | |||||
Audit Feesinclude amounts billed to the Company related to the audit of the consolidated financial statements of the Company and for quarterly reviews for that year. For the fiscal years ended October 31, 2016 and October 31, 2015, respectively, these amounts included $287,180 and $279,295 for the audit and quarterly reviews of the Company’s financial statements and $87,100 and $84,000 for the audit of the effectiveness of the Company’s internal controls over financial reporting.
Audit-Related Feesinclude amounts billed to the Company for services rendered in connection with required reviews performed in connection with registration statements and significant property acquisitions during the year.
Tax Feesinclude amounts billed to the Company primarily for tax planning and consulting, tax compliance and a review of federal and state income tax returns for the Company and its consolidated joint ventures.
All Other Feesinclude fees for all other services provided by PKF, other than the services reported above as Audit Fees, Audit-Related Fees or Tax Fees. There were no amounts billed or incurred related to other fees in the table titled "Grantsfiscal years ended October 31, 2016 or 2015, respectively.
Audit Committee Pre-Approval Policy
The Audit Committee’s policy is to review and pre-approve any engagement of Plan-Based Awards" on page 25. Grantsour independent registered public accounting firm to provide any audit or permissible non-audit service to the NEOs inCompany. During the fiscal year ended October 31, 2013 totaled 175,000 shares2016, the Audit Committee approved, prior to engagement, all audit and non-audit services provided by the Company’s independent registered public accounting firm and all fees to be paid for such services. The Audit Committee has pre-approved all audit services to be provided by the Company’s independent registered public accounting firm related to reviews of Common Stockthe Company’s quarterly financial reports on Form 10-Q and 22,500 sharesaudit of Class A Common Stock. During the same period,Company’s Annual Report on Form 10-K for the year ending October 31, 2017, as well as services related to the review of federal and state income tax returns for the Company made grants underand its consolidated joint ventures. All other services will be considered and pre-approved on an individual basis.
Fees Paid in Connection with Internal Audit Services
In addition to 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 compensationfees enumerated above that were paid to directors in the fiscalCompany’s independent registered public accounting firm during the year ended October 31, 2013 is set forth in2016, the table titled "Director Compensation" on page 30. Information concerning the outstanding equity awards held by eachCompany incurred fees of the named executive officers asapproximately $166,027 to Berdon LLP for internal audit services.
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.Contents
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FORTHE AMENDMENT OF THE RESTRICTED STOCK AWARD PLAN
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The Audit Committee of the Company'sCompany’s Board of Directors consists of the three non-employee directors listed below. Each of the members of the Audit Committee is independent, as such term is defined by the listing standards of the New York Stock Exchange (as amended from timeNYSE.
One of the Audit Committee’s principal purposes is to time).assist the Board in overseeing the integrity of our financial statements. Our management team has the primary responsibility for our financial statements and the reporting process, including the system of internal control over financial reporting and disclosure controls and procedures. PKF, our independent registered public accounting firm, audits the annual financial statements prepared by management and expresses an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States, or GAAP.
During the last year, the Audit Committee met regularly with, and received periodic updates from, management, PKF, the Company'sCompany’s independent registered public accounting firm, and Berdon LLP, which provided internal audit services to assist management in the Company, to ensure management's maintenance of an effective system of internal controls over financial reporting. The Audit Committee reviewed PKF's "ReportPKF’s “Report of Independent Registered Public Accounting Firm"Firm” included in the Company'sCompany’s Annual Report on Form 10-K related to its audit of (i) the Company'sCompany’s consolidated financial statements, and (ii) the effectiveness of the Company'sCompany’s internal control over financial reporting.
The Audit Committee also reviewed and discussed with management and the independent registered public accounting firm the disclosures made in "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations” and the audited financial statements included in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended October 31, 2013.2016. This review included a discussion with the independent registered public accounting firm of the matters required to be discussed by Statement on Auditing StandardsStandard No. 61, Communications16, “Communications with Audit Committees,” as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T.(“PCAOB”).
The Audit Committee has received and reviewed the written disclosures and the letter from the independent registered public accounting firm according to applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding the independent registered public accounting firm'sfirm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm theirits independence from the Company and its management. The Audit Committee considered whether (and determined that) the provision by PKF of the services described below under "Fees“Fees Billed by Independent Registered Public Accounting Firm"Firm” is compatible with PKF'sPKF’s independence from both management and the Company.
In reliance upon the review and discussions referred to above and the report of PKF, the Audit Committee recommended to the Board of Directors that the financial statements referred to above be included in the Company'sCompany’s Annual Report on Form 10-K for the year ended October 31, 2013,2016, for filing with the SEC.
Among its responsibilities, the Audit Committee has sole authority to retain, set the terms of engagement of, evaluate and, when appropriate, replace the independent registered public accounting firm and persons responsible for the Company'sCompany’s internal audit function. As described in Proposal 2 in this proxy statement,Proxy Statement, the Audit Committee has appointed PKF to audit the financial statements of the Company for the ensuing fiscal year and recommends to the stockholders that such appointment be ratified. During the fiscal year ended October 31, 2013,2016, the Audit Committee also engaged Berdon LLP, certified public accountants and advisors, to provide internal audit services for the Company. The Committee has not yet engaged anyone to provide internal audit services in 2014.2017.
Audit Committee: | |||||
Robert J. Mueller, Chairman | |||||
Kevin J. Bannon | |||||
Richard Grellier |
This report does not constitute “soliciting material” and shall not be deemed filed or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this report by reference, and shall not otherwise be deemed filed under such Acts.
FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMADVISORY VOTE ON EXECUTIVE COMPENSATION
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (as set forth in Section 14A of the Securities Exchange Act of 1934, as amended), 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 2016 as described in the “Compensation Discussion and Analysis” set forth below, 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 previously 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. The Company is proud to have paid its stockholders uninterrupted dividends since its inception in 1969, including dividend increases in each of the last twenty-three years. During fiscal year 2016, we successfully executed on our strategy of increasing cash flow, and consequently the value of our properties, and seeking continued growth through strategic re-leasing, renovations and expansions of our existing properties and selective acquisitions of income-producing properties, as highlighted in “Compensation Discussion and Analysis – Executive Summary.” We believe our named executive officers, as well as the entire employee base, played an integral role in delivering these Company achievements.
The SEC requires disclosureCompensation Committee regularly reviews all elements of the fees billed bycompensation paid to our named executive officers. The Committee believes that the Company's independent registered public accounting firm for certain services. ForCompany’s present compensation programs, as presented in the fiscal year ended October 31, 2013, PKF served asCompensation Discussion and Analysis section and the Company's independent registered public accounting firm. The following table sets forthaccompanying tables in this Proxy Statement, promotes in the aggregate fees billed by PKF duringbest manner possible our business objectives while aligning the fiscal years ended October 31, 2013 and 2012 respectively.
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
Audit Fees include amounts billedinterests of the named executive officers with our stockholders to ensure positive financial results. Accordingly, the Company related torequests your vote “FOR” the auditfollowing resolution:
RESOLVED, that the compensation of the consolidated financial statementsnamed executive officers of the Company, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and for quarterly reviews forExchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures, is approved.
Vote Required; Board Recommendation
The affirmative vote of the holders of not less than a majority of the votes cast on this proposal at the Annual Meeting, in person or by properly executed proxy, subject to quorum requirements, will be required to approve the resolution on executive compensation. 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 VOTE “FOR”
THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS
DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION AND THE
ACCOMPANYING COMPENSATION TABLES AND DISCLOSURES IN THIS PROXY STATEMENT.
ADVISORY VOTE ON THE FREQUENCY OF
FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (as set forth in Section 14A of the Securities Exchange Act of 1934, as amended), we are also providing our shareholders with the opportunity to vote on the frequency of future shareholder advisory votes on the compensation of our named executive officers, such as Proposal 3 included in this Proxy Statement. By voting on this Proposal 4, shareholders may recommend whether future advisory votes on executive compensation should be conducted every “one year,” “two years” or “three years.”
After consideration of this Proposal, the Compensation Committee and the Board of Directors have determined that year. Fora vote on the fiscalcompensation of our named executive officers every three years ended October 31, 2013 and October 31, 2012, respectively, these amounts included $272,000 and $271,000is the best alternative for the audit and quarterly reviewsCompany. The Board of the Company's financial statements and $76,000 and $79,000 for the audit of the effectiveness of the Company's internal control over financial reporting.
Audit-Related Fees include amounts billed to the Company for services rendered in connection with required reviews performed in connection with registration statements and significant property acquisitions during the year.
Tax Fees include amounts billed to the Company primarily for taxDirectors historically has emphasized long-term strategic planning and consulting, tax compliance and a review of federal and state income tax returns for the Company and its consolidated joint ventures.
All Other Feesinclude amounts billedthe Compensation Committee has fashioned executive compensation programs that place a greater emphasis on the attainment of long-term growth objectives than on short-term success. An advisory vote every three years is consistent with this long-term growth strategy and also will provide the Company with adequate time to engage shareholders to better understand vote results when considering changes to the Company for financial information systems, design and implementation, and other matters; there were no amounts billedCompany’s executive compensation programs.
Vote Required; Board Recommendation
The selection of “one year”, “two years” or incurred related“three years” that receives the greatest number of votes cast on this proposal at the Annual Meeting, in person or by properly executed proxy, subject to other fees inquorum requirements, will indicate the fiscal years ended October 31, 2013 or 2012, respectively.
Audit Committee Pre-Approval Policy
During the fiscal year ended October 31, 2013, the Audit Committee approved, prior to engagement, all audit and non-audit services provided by the Company's independent registered public accounting firm and all fees to be paid for such services. The Audit Committee has pre-approved all audit services to be provided by the Company's independent registered public accounting firm related to reviews of the Company's quarterly financial reports on Form 10-Q and audit of the Company's annual report on Form 10-Kshareholders’ preference for the year ending October 31, 2014. All other services are consideredfrequency of future votes on the compensation of our named executive officers and approvedthe Board of Directors encourages this input from the shareholders. However, since this vote is not binding on an individual basis.
Fees Paid in Connection with Internal Audit Services
In addition to the fees enumerated above that were paid toBoard of Directors, the Company's independent registered public accounting firm during the year ended October 31, 2013,Compensation Committee or the Company, incurred feesthe Board of approximately $157,000 to Berdon, LLP for internal audit services.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
The Company has a formal procedure to review transactions and relationships in which the Company, its directors, executive officers or their immediate family members, or any 5% or greater shareholder, are participants to determine whether such persons have a direct or indirect material interest. All transactions involving amounts in excess of $120,000 are considered.
The Company's Law DepartmentDirectors may decide that it is primarily responsible for developing and implementing procedures, which, among other things, include obtaining written statements from each of the directors and officers of the Company, to determine if any directors, officers or their immediate family members have a direct or indirect material interest in relationships and transactions in which the Company and any such persons are participants. Responses from the directors and executive officers are forwarded to the Governance Committee for review. Responses from other officers of the Company are reviewed by the Company's Chief Legal Officer and forwarded to the Governance Committee if related party transactions are indicated.
In reviewing related person transactions, the Committee considers:
-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.
Any membershareholders to hold future advisory votes on the compensation of the Committee who is a participant (or whose immediate family member is a participant) in a transaction being reviewed or considered may not participate in the Committee's consideration of such matter.
All transactions that are determined to be directly or indirectly material to a related person are disclosed as required by applicable SEC rules.
As of the date two weeks prior to the date of this proxy statement (the most recent practicable date), the Company was not aware of any related person transactions. Charles J. Urstadt, the Company's Chairman, is the father of Catherine U. Biddle and Charles D. Urstadt, directors of the Company. Willing L. Biddle, the Company's President, Chief Executive Officer and a director, is the husband of Catherine U. Biddle, the son-in-law of Charles J. Urstadt, and the brother-in-law of Charles D. Urstadt.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information as of January 15, 2014 available to the Company with respect to the shares of the Company (i) held by those persons known to the Company to be the beneficial owners (as determined under the rules of the SEC) of more than 5% of the Common Shares and Class A Common Shares then outstanding, (ii) held by each of the directors, and each of theour named executive officers named inmore or less frequently than as indicated by the Summary Compensation shareholder vote on this Proposal 4.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR “THREE YEARS”
AS THE FREQUENCY FOR FUTURE NON-BINDING ADVISORY VOTES
ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
Table below, and (iii) held by all of the directors and executive officers as a group:Contents
5% BENEFICIAL OWNERS
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
_______________
*Less than 1%
Footnotes appear on the following page.
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18
DIRECTORS AND EXECUTIVE OFFICERS
Name Common
Shares
Beneficially
Owned Percent
of Class Class A
Common Shares
Beneficially
Owned Percent of
Class Charles J. Urstadt 4,308,879 (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%
______________
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COMPENSATION DISCUSSION AND ANALYSIS
Following is a discussion of the Company'sCompany’s compensation program for its Chief Executive Officer, Chief Financial Officer, Chairman and Chief LegalOperating Officer, being the four most highly compensated executive officers, and the only persons who served as executive officers during(collectively, the “named executive officers” or “NEOs”) as of the end of the fiscal year ended October 31, 2013 (collectively,2016 (“fiscal year 2016”). Thomas Myers, Executive Vice President, Chief Legal Officer and Secretary, also served as a named executive officer, until his retirement on July 15, 2016.
Executive Summary
We believe our executive compensation policies and procedures are focused on long-term performance principles and are closely aligned with stockholder interests. Our executive compensation program is also designed to attract and retain outstanding executives, to reward them for superior performance and to ensure that compensation provided to them remains competitive. We seek to align the "namedinterests of our executives and stockholders by tying compensation to both company and individual performance and by encouraging executive officers" or "NEOs").stock ownership so that a portion of each executive’s compensation is tied directly to stockholder value. Moreover, we believe our compensation program has been instrumental in allowing us to retain key executives and recruit new ones. The balance of this Compensation Discussion and Analysis describes the policies that underlie the Company’s executive compensation program, the manner in which the program operates, and the decisions made in fiscal year 2016, as well as the subsequent period, in support of the program, along with their supporting rationale.
OverviewDuring fiscal year 2016, we successfully executed on our strategy of Compensationincreasing cash flow, and consequently the value of our properties, and seeking continued growth through strategic re-leasing, renovations and expansions of our existing properties and selective acquisitions of income-producing properties. In fiscal year 2016, we:
| ● | completed a follow-on Class A Common Stock offering, raising proceeds of $73.7 million, of which we used $60.1 million to repay borrowings on our Unsecured Revolving Credit Facility; |
| ● | refinanced our existing Unsecured Revolving Credit Facility, increasing the capacity to $100 million from $80 million, with the ability under certain conditions to additionally increase the capacity to $150 million; |
| ● | closed on two acquisitions, adding almost 100,000 square feet to our portfolio, and made significant progress on the strategic disposition of our White Plains property; |
| ● | refinanced several mortgages to take advantage of a favorable interest rate environment; |
| ● | achieved a leasing rate of 94% on our portfolio, while skillfully managing and minimizing the impact of A&P’s bankruptcy, previously an anchor tenant at nine of our shopping centers; |
| ● | achieved various milestones on our redevelopment and pad site development plans at a number of our shopping centers. |
Additional details regarding these and other strategic achievements, as well as highlights of our financial achievements, including funds from operations (“FFO”), net income and other measures of operating results and financial condition are set forth in our Annual Report on Form 10-K for the Namedfiscal year ended October 31, 2016.
Objectives
The Company’s executive compensation program is designed to accomplish the following key objectives:
| ● | Attract and retain high caliber individuals who possess the skills and expertise required to lead the Company – We believe that having an executive team with the right skills and experience is critical for the Company’s growth and success. To that end, the Company’s executive compensation program strives to remain sufficiently competitive, with an emphasis on long-term equity-based compensation, while remaining cognizant of shareholder value and Company needs. |
| ● | Align compensation with corporate strategy, business objectives and the long-term interests of shareholders – We strive to create and emphasize a pay-for-performance culture to drive the creation of stockholder value. Generally, of the three main elements of our executive compensation program – base salary, annual cash bonuses and long-term equity incentives – the only element that is “fixed” is base salary. Consistent with this framework, we believe that it is important to reward both Company and individual specific performance. We believe such a focus on Company and individual performance directly rewards our executive team for creating, sustaining and, more importantly, increasing stockholder value. |
| ● | Create an incentive to increase shareholder value by providing a significant percentage of compensation in the form of equity awards– As a further reinforcement of our overall philosophy to maximize stockholder value, we typically make annual equity grants to our executives and other employees, if performance warrants, including to the NEOs, in order to create symmetry between their interests and those of our stockholders and to serve as a retention tool. |
| ● | Offer the right balance of long-term and short-term compensation and incentives to retain talented employees – While we do not currently have a formal policy regarding long-term versus currently paid compensation or cash versus non-cash compensation, we believe that all elements are necessary for achieving our compensation objectives. Currently paid cash compensation provides financial stability for each of our NEOs and immediate reward for superior Company and individual performance, while long-term equity compensation rewards achievement of strategic long-term objectives and contributes towards overall stockholder value. |
Process for Determining Executive OfficersCompensation
The Compensation Committee, of the Board of Directors, which is composed entirely of independent directors, has primary responsibility for oversight of the Company'sCompany’s compensation program.
As more fully described under"Corporate “Corporate Governance and Board Matters" above,Matters,” the Committee'sCompensation Committee’s responsibilities include reviewing the Company'sCompany’s overall compensation strategy to assureensure that it promotes shareholder interests and supports the Company'sCompany’s strategic objectives, reviewing and approving corporate goals and objectives relevant to the compensation of the Company'sCompany’s Chief Executive Officer, evaluating the CEO'sChief Executive Officer’s performance in light of those goals and objectives and establishing compensation for the Chief Executive Officer. With respect to the other NEOs, the Compensation Committee considers recommendations by the CEO and makes recommendations to the full Board of Directors regarding their compensation.
Objectives of the Urstadt Biddle Properties Executive Compensation Program
The Company's executive compensation program is designed to accomplish the following key objectives:
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
The Company's executive compensation program consists of five key elements:
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
Each of the named executive officersNEOs receives a base salary which is evaluated annually.annually, as well as an annual cash bonus, if the Company and individual’s performance warrant such bonus. The base salary and annual cash bonus of the Chief Executive Officer is determined by the Compensation Committee. While, the Chief Executive Officer provides input on his own performance and compensation, the determination is made by the Compensation Committee in executive session. In making recommendations on the salaries of the other NEOs, the Compensation Committee relies heavily on input and recommendations from the CEO, believingChief Executive Officer, understanding that, since the Chief Executive has daily interaction with the other NEOs, he is well situated to provide valuable insight regarding the respective contributions of all members of the executive management team. The Committee'sCompensation Committee’s recommendations regarding base salaries for all NEOs are submitted to the Board of Directors for final approval.
Similarly, the Compensation Committee determines the long-term incentive awards for the Chief Executive Officer, and, with input from the Chief Executive Officer, makes recommendations to the Board of Directors regarding similar awards for the other NEOs. The determinations regarding equity grants are typically made in December, during the first quarter of the Company’s fiscal year, with the actual grant made on a pre-determined date in January. However, special considerations, such as a new hire, promotion or special circumstances, could warrant different timing. We have no policy that times the granting of equity awards relative to the release of material non-public information. The Compensation Committee reviews the overall pool of equity grants and individual employee grant recommendations, but the Chief Executive Officer is given discretionary authority to allocate the specific grants to employees.
Use of Compensation Consultants
Annually, the Compensation Committee considers whether it would be advantageous to engage an independent consultant to advise the Company on matters involving executive compensation. At its meeting in December 2015, the first quarter of fiscal year 2016, the Compensation Committee considered this issue and determined that at such time, it was not beneficial to the Company or its stockholders to engage an independent compensation consultant. The Compensation Committee came to a similar conclusion at its meeting in December 2016, with respect to fiscal year 2017, although it tasked management with gathering additional data regarding fees from potential advisors, for future reference and consideration.
Elements of the Executive Compensation Program
The Company’s executive compensation program consists of five key elements:
| ● | Base Salaries |
| ● | Annual Cash Bonuses |
| ● | Long-term Equity Incentives |
| ● | Benefits and Other Compensation |
| ● | Termination Benefits in the Event of a Change in Control |
Base Salaries
Base salaries for the NEOs other than the CEOChief Executive Officer are intended to be competitive with base salaries of executive positions of comparable responsibility with similarly sized REITs whichthat the Compensation Committee believes are representative of the companies against which Urstadt Biddle Propertiesthe Company competes for executive talent. With respect to the CEOChief Executive Officer and the Chairman, the Company places much greater emphasis on long-term equity incentives tied to the long-term performance of the Company. As described below,The base salaries for each of the Chief Executive Officer and Chairman represent less than 20% of their respective total compensation.
For fiscal year 2016, the base salaries for each NEO, other than the CEOChairman, was increased approximately 2.0-2.5%, as reflected in the “Summary Compensation Table” to reflect cost of living adjustments and market expectations. Mr. C.J. Urstadt, the Chairman, may represent less than 25%voluntarily agreed to a reduction of total compensation. Followinghis base salary in order to increase the endpool of the fiscal year and after considering a number of factors, including compensation survey data forfunds available to other REITs provided by the National Association of Real Estate Investment Trusts,employees. In making these adjustments, the Compensation Committee madereviewed compensation data reported by other retail REITs. The Compensation Committee reviewed similar public data in making its determinations and recommendations regarding 20142017 annual base compensationsalaries for the NEOs. Base salaries for 20142017 for Messrs. Biddle, Hayes, Urstadt and MyersRapaglia were set at $340,000, $220,000, $250,000,$365,900, $241,500, $225,000 and $220,000, respectively.$241,500, respectively, reflecting an increase of approximately 2.5% for each executive, other than for Mr. C.J. Urstadt, whose base salary remains the same. The base salary adjustments reflect cost of living adjustments and the Company’s continued philosophy of balancing fixed compensation with long-term equity incentive compensation.
Short-term RewardsAnnual Cash Bonuses
The Company believes that incentive compensation should be structured to include some short-term rewards, in the form of annual cash bonuses, even as it focuses more heavily on long-term equity compensation. Annual cash bonuses serve to link pay to performance and provide incentive to selected individuals to help the Company attain longer termlonger-term goals, by providing more immediate markers towards such longer-term goals. Annual bonuses are considered by the Compensation Committee following the close of each fiscal year and are paid during the next quarter. The Compensation Committee has not established limits on the amount of annual cash bonuses, but typically does not award cash bonuses in excess of 10% of an individual'sindividual’s base compensation. The Compensation Committee believes that short-term rewards in the form of cash bonuses to NEOs generally should reflect short-term results that contribute towards longer-term results and should take into consideration both the profitability and performance of the Company and the performance of the individual, which may include comparing such individual'sindividual’s performance to the preceding year, reviewing the breadth and nature of the NEO'sNEO’s responsibilities and valuing special contributions by each such individual.
With respect to the Chief Executive Officer and the Chairman, greater emphasis is placed on the performance of the Company. In evaluating performance of the Company annually, the Compensation Committee considers a variety of financial, operational and strategic factors, including, among others, Funds From Operationsfunds from operations (FFO), net income, growth in asset size,portfolio, amount of space under lease, overall leasing success, management of risk and total return to shareholders. Theshareholders, as well as achievement of strategic objectives and goals that may be more difficult to quantify. See the Company’s Annual Report for information on how the Company considerscalculates and defines some of these financial measures, including FFO, to be an important measure of an equity REIT's operating performance and has adopted the definition suggested by the National Association of Real Estate Investment Trusts (NAREIT), which defines FFO to mean net income computed in accordance with generally accepted accounting principles (GAAP), excluding gains or losses from sales of property, plus real estate related depreciation and amortization, and after adjustments for unconsolidated joint ventures. The Company considers FFO to be a meaningful, additional measure of operating performance primarily because it excludes the assumption that the value of its real estate assets diminishes predictably over time and because industry analysts have accepted it as a performancenon-GAAP measure. As described in the discussion whichthat follows concerning long-term incentive compensation, the Compensation Committee declines to use specific performance formulas, believing that with respect to Company performance, such formulas do not adequately account for many factors including, among others, the relative performance of the Company compared to its competitors during variations in the economic cycle, and that with respect to individual performance, such formulas are not a substitute for the subjective evaluation by the Compensation Committee of a wide range of management and leadership skills of each of the NEOs.
In addition to annual cash bonuses approved or recommended by the Compensation Committee, the Committee also authorizes the President, in his discretion, to make cash awards ("Special Performance Awards"), apart from year end cash bonuses, to reward employees for exceptional effort and service to the Company. All employees of the Company, including NEOs other than the CEO and the Chairman, are eligible to receive such an award. For the year ended October 31, 2013, the Compensation Committee authorized Special Performance Awards, in the aggregate, of not more than $120,000.
The Committee's determination regarding cash bonuses to be awarded to the CEO and recommendations for cash bonuses to be paid to the other NEOs are submitted to the Board of Directors for approval. The Summary Compensation table below includes bonuses and Special Performance Awards paid to the NEOs with respect to performance in fiscal 2013.year 2016. Such payments were made in December 20122016 and reflect the Committee'sCompensation Committee’s assessment of the individual'sindividual’s performance and the Company'sCompany’s results for fiscal 2012 when, despite the fact that the Company completed the acquisition of interests in two additional properties with thirty-five new tenants in approximately 97,000 square feet and new leases or lease renewals at competitive rents covering nearly 680,000 square feet, FFO, net income and other measures of short term performance remained largely unchanged. However, the Committee attached considerable significance to the successful issuance and sale of an additional 2,500,000 shares of Class A Common stock and 5,175,000 shares of the new 7.125% series F Preferred Stock which collectively resulted in additional capital of approximately $173 million, before expenses, and which positioned the Company to take advantage of new growth opportunities.year 2016. As reflected in the Summary Compensation Table, the Compensation Committee and Board awarded Mr. Biddle a bonus of $6,100$30,000 and recommended bonuses, later approved by the Board of Directors, for Messrs. Hayes, and Myers of $3,985 and $4,079, respectively. Messrs. Hayes and Myers also received Special Performance Awards of $15,000 and $12,500, respectively.
At its meeting in December 2013, the Compensation Committee reviewed results for the year ended October 31, 2013. The Committee again recognized the sound performance of the Company during the year relative to other retail REITs, including the acquisition of, or interests in, thirteen additional properties representing more than 275,000 square feet of additional space, but also acknowledged that the short-term measures of performance discussed above continued mostly unchanged or declined from the preceding year. The Committee recommended bonuses, subsequently approved by the Board of Directors, for Messrs. Biddle, Hayes, Urstadt and MyersRapaglia bonuses of $7,200, $4,100, $4,800$25,005, $8,654 and $4,200, respectively. Mr. Hayes also received a Special Performance Award of $8,900. Such bonuses, paid$25,005, respectively, reflecting the Company’s strong financial and operational performance in fiscal 2013, will be reflectedyear 2016, as described above in the“Executive Summary, Compensation Table included in the proxy statement for the annual meeting of shareholders to be held in 2015.” as well as each NEO’s individual contributions towards these achievements.
21
Long-termLong-Term Equity Incentives
Of the five elements of the Company'sCompany’s executive compensation program, the Company places the greatest emphasis on equity incentives tied to the long-term performance and profitability of the Company. This is accomplished through grants under the Company'sCompany’s Amended and Restated Restricted Stock Award Plan (the "Plan"“Plan”), thus providing the Company'sCompany’s key executives with a direct incentive to improve the Company'sCompany’s performance and enhance shareholder value.
The Plan provides that the recipient does not become vested in restricted stock until after a specified time after it is issued. The Compensation Committee determines the vesting period, which may range between five and ten years after the date of grant.grant for NEOs. The Compensation Committee recognizes that such time frames may be comparatively long when measured against similar types of incentive awards for executives of other companies, but believes that awards that vest after five or more years, and which become vested only at the end of their terms, and not ratably over their terms, better reflect the longer term outlook of a real estate orientedfocused company and also better link the individual rewards to successful development and implementation of long-term growth strategies that will benefit all shareholders. Non-executive employee grants range from three
to five years, based on the size of the grant. Unless an exception is approved by the Compensation Committee, if the executive leaves the Company prior to the end of the vesting period, other than by retirement, death or disability, unvested stock is forfeited. The Company believes that the restricted stock awards serve as both a reward for performance and a retention device for key executives and help to align their interests with all shareholders.
The Committee determines the long-term incentive awards for the CEO, and, with input from the CEO, makes recommendations to the Board of Directors regarding similar awards for the other NEOs. In making its decisions, the Compensation Committee does not use an established formula or focus on a specific performance target. The Compensation Committee recognizes that often outside forces beyond the control of management, such as economic conditions, changing retail and real estate markets and other factors, may contribute to less favorable nearnear- term results, even when sound strategic decisions have been made to position the Company for longer termlonger-term profitability. Similarly, the Compensation Committee also recognizes that favorable short-term results are not necessarily indicative of a strong long-term position. Thus, the Compensation Committee also strives to identify whether the CEOChief Executive Officer is exercising the kind of judgment and making the types of decisions that will lead to future growth and enhanced net asset value, even if the same are difficult to measure on a current basis. For example, in determining appropriate long-term incentive awards, the Compensation Committee considers among other matters, whether senior management has envisioned and executed strategies that will provide adequate funding or appropriate borrowing capacity for future growth has been secured, whether acquisition and leasing "pipelines"“pipelines” have been developed to ensure a future stream of reliable and increasing revenues for the Company, whether the selection of properties, tenants and tenant mix evidence appropriate risk management, including risks associated with real estate markets and tenant credit, and whether the administration of staff size and compensation appropriately balances the current and projected operating requirements of the Company with the need to effectively control overhead costs.
The Summary Compensation Table set forth below includes the grant date fair market value of long-term incentive awards made to the named executive officers during the fiscal year ended October 31, 2013.2016. Those grants were approved in December 20122015 and became effective in January 2013 following the close of the prior fiscal year.2016. Such grants reflect the Compensation Committee'sCommittee’s consideration of the factors described above.
At its meetingabove and were made in December 2013,recognition of individual performance and Company performance in fiscal year 2015, and to serve as incentive compensation and a retention tool looking forward into fiscal year 2016 and beyond. In determining the size of the equity grant, the Compensation Committee considered the other key components of compensation—base salary and annual cash bonus.
When the Compensation Committee met in December 2016 and considered results for thefiscal year ended October 31, 2013 and2016, it undertook its annual evaluation and recommendations for changes in base compensation, annual bonuses and incentive awards. To recognize extraordinarystrong contributions in fiscal year 2016 and to further incentivize executives towards even stronger future performance, the Compensation Committee and Board of Directors awarded restricted stock to Mr. Biddle in the amountamounts of 100,000 Common sharesShares and 2,500 Class A Common shares and made recommendationsShares, to the Board of Directors concerning grants to the other named executive officers, including an award to Mr. C.J. Urstadt in the amountamounts of 50,000 Common sharesShares and 2,000 Class A Common shares,Shares, and to each of Messrs. Hayes and Rapaglia of 12,500 Class A Common Shares, all of which grants were effective as of January 2, 2014.4, 2017. Mr. Biddle'sBiddle’s award vests after nine years. The awards to the other NEO'sNEOs vest after five years. Except as noted above, the awards to Messrs. Biddle, Hayes and MyersRapaglia are subject to continued employment. The award to Mr. Urstadt would be forfeited in the event of his voluntary retirement; however, in the event of his involuntary termination, except for Cause (as defined), Mr. Urstadt'sUrstadt’s award would continue to vest as if his termination had not occurred. In making the awards, the Compensation Committee considered the factors cited above and recognized a number of accomplishments, including:under “Executive Summary,” as well as the redemption of all of the Series C Preferred Stock and Series E Preferred Stock outstanding by using proceeds from the sale of the Class A Common stock and the new Series F Preferred Stock discussed in the preceding section; the acquisition of, or interest in, thirteenfollowing additional properties adding another 275,000 square feet of space to the portfolio; new leases or lease renewals at competitive rents covering over 778,200 square feet; andconsiderations: continued strict adherence toexecution of a business plan that has emphasized sound risk management, very low leverage by industry standards, ample liquidity and credit lines for future growth, and the avoidance of variable rate long-term debt obligations. In evaluating long-term performance, the Committee recognized that the Company remains among the leaders of all retail REITs in comparisons of total performance over the last 10 year period.
22
Employee Benefit Plans and Other Compensation
The Company maintains a variety of medical, dental, life and disability insurance programs and a Profit Sharing and Savings Plan ("(“401(k) Plan"Plan”) for all of its eligible full-time employees. The 401(k) Plan is administered by the Compensation Committee and provides employees with an opportunity to accumulate savings in a tax deferred plan through deferral of a portion of
their compensation and through matching Company contributions. For the fiscal year ended October 31, 2013,2016, the Compensation Committee approved matching profit-sharing contributions for each participant'sparticipant’s account equal to the amount of the participant'sparticipant’s elective deferrals that do not exceed 5% of compensation (as defined) under the 401(k) Plan. In order to comply with certain limitations under the Internal Revenue Code of 1986, as amended (the "Code Limitations"“Code Limitations”), amountsan amount equal to the excess of the 5% matching contribution that would have been allocated to the accountsaccount for Messrs.Mr. Biddle and Urstadt under the 401(k) Plan for the fiscal year ended October 31, 20132016 absent the Code Limitations, werewas credited to an Excess Benefit Account for such individualsMr. Biddle under the Company'sCompany’s Excess Benefit and Deferred Compensation Plan. Amounts credited to the respective accounts of each NEO in the 401(k) Plan and the Excess Benefit and Deferred Compensation Plan appear in the Summary Compensation Table in the column titled "All“All Other Compensation".Compensation.” See also footnotes to Summary Compensation Table regarding employee benefits and other compensation.
Termination Benefits in the event of a Change in Control
TheAlthough the Company does not have employment agreements with any of the named executive officers, butits NEOs, it has entered into Changechange in Controlcontrol agreements with each of the NEOs pursuant to which each of the NEOsNEO would be entitled to certain termination benefits in the event that his employment is terminated for Good Reason (as defined)defined below) or by the Company for any reason other than for Cause (as defined)defined below), within eighteen months following a Changechange in Control.control. Each of the Change in Control Agreements has an indefinite term. Such agreements serve to provide the named executive officersNEOs with an element of financial security and predictability should their employment be terminated in the circumstances described above. Specific information concerning the terms of the Change in Control agreements and a description of benefits payable to the NEOs in the event of a termination following a Changechange in Controlcontrol can be found in the discussion and table below under the captionPotential “Potential Payments on Termination and Change in Control.Control.”
Use of Compensation Consultants
Annually, the Compensation Committee considers whether it would be advantageous to engage an independent consultant to advise the Company on matters involving executive compensation. At its meeting in the early part of the fiscal year ended October 31, 2013, the Compensation Committee considered this issue and determined that at such time it was not beneficial to the Company or its stockholders to engage an independent compensation consultant.
Stockholder Votes on Executive Compensation
Say-On-Pay
At the annual meeting of stockholders of the Company held on March 10, 2011,26, 2014, the Company'sCompany’s stockholders voted, on a number of proposals, including votes on an advisory basis, on the compensation paid to the Company's named executive officers and on the frequency of future non-binding advisory votes on executive compensation.Company’s NEOs, also commonly referred to as “say-on-pay.” The stockholders voted overwhelmingly to approve, on an advisory basis, the compensation of the Company's named executive officers and to recommend that future advisory votes on executive compensation be held every three years.Company’s NEOs. The Company'sCompany’s Board of Directors considered the recommendations of the stockholders and determined that the Company (a) would not make any material modifications to the compensation arrangements for the NEOs,NEOs. At a prior meeting of the Company’s stockholders held on March 10, 2011, the Company’s stockholders voted, on an advisory basis, on the frequency of future advisory votes on executive compensation and (b) would holdvoted overwhelmingly to recommend that future advisory votes on the compensation of the Company'sCompany’s named executive officers be held every three years. Proposal 3, set forth above, again gives our stockholdersThe Board of Directors adopted that recommendation and, accordingly, the opportunity to cast a non-binding,next stockholder advisory vote on theexecutive compensation paid to our named executive officers.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis of the Company with management. Basedwill be held at this Annual Meeting. See “Proposal 3—Advisory Vote on the review and discussions, the Compensation Committee recommended to the Board of Directors, and the Board of Directors approved, that the Compensation Discussion and Analysis beExecutive Compensation” included in this Proxy Statement and the Company's Annual Report on Form 10-K for the year ended October 31, 2013.
This report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, exceptSay-On-Frequency
Pursuant to the extentDodd-Frank Wall Street Reform and Consumer Protection Act, which requires that a “say-on-frequency” vote be held at least every six years, we will also hold a vote, on an advisory basis on whether to hold an advisory vote on executive compensation every one, two or three years, at this Annual Meeting. See “Proposal 4—Advisory Vote on the Company specifically incorporatesFrequency of Future Advisory Votes on Executive Compensation” included in this report by reference, and shall not otherwise be deemed filed under such Acts.
Proxy Statement.
23
SUMMARY COMPENSATION TABLETable of Contents
Summary Compensation Table
The table below summarizes all of the compensation paid or awarded to the named executive officers in each of the three most recent fiscal years in the period ended October 31, 2013.2016.
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
______________
Name and Fiscal Restricted All Other Principal Position Year Salary (1) Bonus (2) Total Stock (3) Compensation (4) Total Willing L. Biddle 2016 $ 355,833 $ 30,000 $ 385,833 $ 1,842,000 $ 15,361 $ 2,243,194 President and Chief 2015 $ 348,333 $ 13,462 $ 361,795 $ 1,892,250 $ 13,000 $ 2,267,045 Executive Officer 2014 $ 345,833 $ 13,077 $ 358,910 $ 1,605,800 $ 12,750 $ 1,977,460 John T. Hayes 2016 $ 234,833 $ 25,005 $ 259,838 $ 225,600 $ 11,700 $ 497,138 Senior Vice President and 2015 $ 229,167 $ 13,385 $ 242,552 $ 254,150 $ 10,800 $ 507,502 Chief Financial Officer 2014 $ 218,550 $ 15,762 $ 234,312 $ 155,720 $ 9,960 $ 399,992 Charles J. Urstadt 2016 $ 225,000 $ 8,654 $ 233,654 $ 935,100 $ 29,183 $ 1,197,937 Chairman 2015 $ 229,167 $ 8,654 $ 237,821 $ 962,700 $ 28,405 $ 1,228,926 2014 $ 250,000 $ 9,615 $ 259,615 $ 825,800 $ 28,157 $ 1,113,572 Stephan A. Rapaglia (5) 2016 $ 234,833 $ 25,005 $ 259,838 $ 225,600 $ 11,500 $ 496,938 Senior Vice President and 2015 $ 229,167 $ 12,385 $ 241,552 $ 254,150 $ 11,131 $ 506,833 Chief Operating Officer 2014 $ 218,550 $ 18,262 $ 236,812 $ 256,480 $ 10,724 $ 504,016 Thomas D. Myers (6) 2016 $ 175,178 $ — $ 175,178 $ 230,300 $ 11,881 $ 417,359 Executive Vice President 2015 $ 229,167 $ 8,885 $ 238,052 $ 265,200 $ 11,179 $ 514,431 and Chief Legal Officer 2014 $ 219,383 $ 13,462 $ 232,845 $ 201,520 $ 10,983 $ 445,348
| (1) | Changes to salaries are made annually and are effective January 1 for the ensuing calendar year. The Board of Directors has approved fiscal year 2017 base salaries for Messrs. Biddle, Hayes, Urstadt, and Rapaglia in the amounts of $365,900, $241,500, $225,000, and $241,500, respectively. | ||||
| (2) | |||||
| Analysis” for a discussion of the annual cash bonus. | |||||
| (3) | Amounts shown represent the dollar value on the date of grant computed in accordance with ASC Topic 718 disregarding any estimates based on forfeitures relating to service-based vesting conditions. For information regarding significant factors and assumptions used in the calculations pursuant to ASC Topic 718, see note | 2016. | |||
| (4) | Consists of a matching contribution by the Company to the | ||||
| (5) | Mr. | Real Estate Counsel. | |||
| (6) | Mr. | 15, 2016. Compensation reflects amounts received by Mr. Myers through July 15, 2016, including amounts paid for unused vacation days. | |||
24
GRANTS OF PLAN-BASED AWARDSGrants of Plan-Based Awards
The following table summarizes information concerning restricted stock granted to the named executive officers in the fiscal year ended October 31, 2013.2016. Grants in fiscal 20132016 were based on performance in the preceding year.
All Other Stock Awards: Number of Grant Date Shares of Stock Fair Value of Stock Awards Class A Class A Grant Approval Common Common Common Common Name Date Date Stock Stock Stock ($) Stock ($) Willing L. Biddle 01/04/2016 12/17/2015 100,000 (1) 2,500 (1) $ 1,795,000 (2) $ 47,000 (3) John T. Hayes 01/04/2016 12/17/2015 — 12,000 (4) — $ 225,600 (3) Charles J. Urstadt 01/04/2016 12/17/2015 50,000 (4) 2,000 (4) $ 897,500 (2) $ 37,600 (3) Stephan A. Rapaglia 01/04/2016 12/17/2015 — 12,000 (4) — $ 225,600 (3) Thomas D. Myers (5) 01/04/2016 12/17/2015 — 12,250 (4) — $ 230,300 (3)
| ||||||||||||||||||||
______________
| Stock subject to this award is scheduled to vest nine years after the date of grant. | |||||
| (2) | Calculated in accordance with ASC Topic | ||||
| (3) | Calculated in accordance with ASC Topic | ||||
| (4) | Stock subject to this award is scheduled to vest five years after the date of grant. | ||||
| (5) | Mr. Myers retired from the Company on July 15, 2016. |
25
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDOutstanding Equity Awards at Fiscal Year End
The following table presents information concerning the outstanding equity awards held by each of the named executive officers as of October 31, 2013.2016.
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
Individual Grant Information:
Number of Market Value Number of Market Value of Shares of of Shares of Shares of Shares of Stock That Stock That Stock That Stock That Have Not Have Not Have Not Have Not Vested Vested (1) Vested Vested (2) Common Common Class A Class A Name Grant Date Stock Stock Common Stock Common Stock Willing L. Biddle 1/2/2007 60,000 (3) $ 1,038,000 5,000 (3) $ 107,500 1/2/2008 95,000 (4) $ 1,643,500 5,000 (4) $ 107,500 1/2/2009 95,000 (4) $ 1,643,500 5,000 (4) $ 107,500 1/4/2010 100,000 (5) $ 1,730,000 5,000 (5) $ 107,500 1/3/2011 100,000 (5) $ 1,730,000 2,500 (5) $ 53,750 1/3/2012 100,000 (5) $ 1,730,000 2,500 (5) $ 53,750 1/2/2013 100,000 (5) $ 1,730,000 2,500 (5) $ 53,750 1/2/2014 100,000 (5) $ 1,730,000 2,500 (5) $ 53,750 1/2/2015 100,000 (5) $ 1,730,000 2,500 (5) $ 53,750 1/4/2016 100,000 (5) $ 1,730,000 2,500 (5) $ 53,750 John T. Hayes 1/3/2012 — $ — 6,500 (3) $ 139,750 1/2/2013 — $ — 6,500 (6) $ 139,750 1/2/2014 — $ — 8,500 (6) $ 182,750 1/2/2015 — $ — 11,500 (6) $ 247,250 1/4/2016 — $ — 12,000 (6) $ 258,000 Charles J. Urstadt 1/3/2012 75,000 (3) $ 1,297,500 2,500 (3) $ 53,750 1/2/2013 75,000 (6) $ 1,297,500 2,500 (6) $ 53,750 1/2/2014 50,000 (6) $ 865,000 2,000 (6) $ 43,000 1/2/2015 50,000 (6) $ 865,000 2,000 (6) $ 43,000 1/4/2016 50,000 (6) $ 865,000 2,000 (6) $ 43,000 Stephan A. Rapaglia 1/3/2012 — $ — 6,500 (3) $ 139,750 1/2/2013 — $ — 6,500 (6) $ 139,750 1/2/2014 — $ — 5,000 (4) $ 107,500 1/2/2014 — $ — 9,000 (6) $ 193,500 1/2/2015 — $ — 11,500 (6) $ 247,250 1/4/2016 — $ — 12,000 (6) $ 258,000 Thomas D. Myers (7) 1/3/2012 — $ — 11,000 (3) $ 236,500 1/2/2013 — $ — 11,000 (6) $ 236,500 1/2/2014 — $ — 11,000 (6) $ 236,500 1/2/2015 — $ — 12,000 (6) $ 258,000 1/4/2016 — $ — 12,250 (6) $ 263,375
| (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 | 4, 2017. | |||
| (4) | Stock | ||||
| (5) | Stock | ||||
| (6) | Stock | ||||
| (7) | Mr. Myers retired from the Company on July 15, 2016. Pursuant to the Restricted Stock Award Plan, outstanding equity awards continue to vest in accordance with their originally stated vesting schedule if the grantee retires from the Company at the age of 65 or later. As Mr. Myers had reached the age of 65 at the time of his retirement, his restricted stock will continue to vest in accordance with their original vesting schedule of five years after the date of grant. |
26
OPTION EXERCISES AND STOCK VESTED
Option Exercises and Stock Vested
The following table sets forth certain information for each of the named executive officers concerning restricted stock awards that vested in the fiscal year ended October 31, 2013.2016. The value realized is based onwas calculated using the applicable closing price of $17.80 perprices for the Common shareshares and $19.31 per Class A Common share onshares as of the vesting date.
| Stock Awards | Stock Awards | ||||||||||||||||||||
| Common Stock | Class A Common Stock | ||||||||||||||||||||
| Number of Shares | Value Realized | Number of Shares | Value Realized | ||||||||||||||||||
| Name | Acquired on Vesting | on Vesting ($) (1) | Acquired on Vesting | on Vesting ($) (1) | |||||||||||||||||
| Willing L. Biddle | 100,000 | (1) | $ | 1,780,000 | 5,000 | (1) | $ | 96,200 | |||||||||||||
| John T. Hayes | — | $ | — | 6,500 | (2) | $ | 125,060 | ||||||||||||||
| Charles J. Urstadt | 75,000 | (2) | $ | 1,335.000 | 2,500 | (2) | $ | 48,100 | |||||||||||||
| Stephan A. Rapaglia | — | $ | — | 6,500 | (2) | $ | 125,060 | ||||||||||||||
| Thomas D. Myers | — | $ | — | 26,000 | (1)(2) | $ | 500,240 | ||||||||||||||
| (1) | Shares granted on January 3, 2006 that vested on January 3, 2016. The price on the vest date was $17.80 per Common Share and $19.24 per Class A Common Share. | |
| (2) | Shares granted on January 3, 2011 that vested on January 3, 2016. The price on the vest date was $17.80 per Common Share and $19.24 per Class A Common Share. |
Stock Awards
Common Stock Stock Awards
Class A Common Stock Name Number of Shares
Acquired on Vesting Value Realized
on Vesting ($) 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
______________
(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.
NON-QUALIFIED DEFERRED COMPENSATION
SinceBeginning in November 1996, the Company has maintainedestablished the Urstadt Biddle Properties Inc. Excess Benefit and Deferred Compensation Plan (as amended, the "Original Plan"“Original Plan”). In response to changes required by the American Jobs Creation Act of 2004, in December 2004 the directors voted to freeze the Original Plan and adopted a new Excess Benefit and Deferred Compensation Plan, effective January 1, 2005 (the "Revised Plan", and collectively, the "Deferred Compensation Plan"“Current Plan”). The Deferred CompensationCompany made required distributions to participants in the Original Plan through December 31, 2013, when the last required distribution was made. There no longer are any assets in the Original Plan.
Since January 2005, the Company has maintained the Current Plan. The Current Plan is intended to provide eligible employees with benefits in excess of the amounts that may be provided under the Company'sCompany’s 401(k) Plan and to provide such employees with the opportunity to defer receipt of a portion of their compensation. Participation is limited to those employees who earn above a certain limit, $260,000$265,000 for 2013.2016. The Deferred CompensationCurrent Plan provides that a participant is credited with an amount equal to the contributions that would have been credited to the participant if the applicable compensation limitation under the 401(k) Plan did not apply.
Amounts credited under the Deferred CompensationCurrent Plan vest under the same rules as under the 401(k) Plan. In addition, each Participantparticipant may elect to defer the receipt of a portion of his or her compensation until a later date. Amounts credited under the Deferred CompensationCurrent Plan are increased with interest at a rate set from time to time by the Compensation Committee. For the fiscal year ended October 31, 2013,2016, the Company paid interest on deferred compensation
accounts at a rate based upon the rate of interest applicable to United States Five Year Treasury Notes. Alternatively, eligible participants in the Deferred CompensationCurrent Plan may elect to have all or a portion of their deferred compensation accounts in the applicable Plan invested in the Company'sCompany’s Class A Common Stock, Common Stock, or such other securities as may be purchased by the Plan trustees in their discretion. At a date selected by a participant when a deferral election is made, or following a participant'sparticipant’s retirement or severance of employment with the Company, amounts in the Deferred CompensationCurrent Plan attributable to such participant are paid either in a lump sum or over a period of up to ten years, based upon a previously made election by the participant. In the event of a Changechange in Controlcontrol (as defined in eachthe Current Plan), the Compensation Committee may in its discretion accelerate the payment of benefits under eitherthe Current Plan.
Each of the OriginalThe Current Plan and the Revised Plan provideprovides for a trust to hold funds allocated under the respective Plan. Members of the Compensation Committee act as trustees of eachthe trust.
The table on the following pagebelow provides information on the non-qualified deferred compensation of each of the named executive officers.
Nonqualified Deferred Compensation
| 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 | $ | — | $ | 3,458 | $ | 2,288 | $ | 7,115 | (1) | $ | 46,807 | ||||||||||||||
| John T. Hayes | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
| Charles J .Urstadt | $ | — | $ | — | $ | 2,810 | $ | 29,197 | (1) | $ | 54,138 | ||||||||||||||
| Stephan A. Rapaglia | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
| Thomas D. Myers | $ | — | $ | — | $ | 1,444 | $ | — | $ | 30,744 | |||||||||||||||
| (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. |
27
NONQUALIFIED DEFERRED COMPENSATION
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.
POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROLPotential Payments on Termination and Change In Control
Termination Absent a Change in Control
The Company does not have employment agreements with any of the named executive officers. Employment is "at will"“at will” and generally upon termination of employment, except in the event of death or disability, the employee is not entitled to any severance, cash compensation, medical or other benefits, whether termination is with or without cause. In the event of termination of employment due to death or disability, any unvested restricted stock would become fully vested. For Messrs. Biddle, Hayes, Urstadt, and MyersRapaglia the value of their unvested restricted stock as of October 31, 20132016 was $16,435,500, $631,680, $9,357,825$17,583,073, $1,231,199, $5,683,212, and $1,776,600,$1,350,215, respectively (see table at page 29)below). With respect to Mr. Urstadt only, since he has attainedhad obtained the age of 65 someprior to receipt of all of the grants of his unvested restricted stock, would continue to vest following his voluntary retirement, as if retirement had not occurred, while otherany unvested grants of restricted stock would be forfeited in the event of his voluntary retirement prior to the end of the applicable vesting period. Grants that would continue to vestAs Mr. Myers retired on July 31, 2016, change of control termination payments are contingent upon his agreement, for the balance of the applicable vesting period, not to accept employment or provide 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 Company's Metropolitan Statistical Area. The value of unvested restricted stock that Mr. Urstadt would be eligible to receive, had voluntary retirement occurred as of October 31, 2013, is $2,824,875.applicable.
Termination following a Change in Control
The Company has entered into Change in Control Agreements ("Agreements"(“Agreements”) with each of the NEOs.Messrs. Urstadt, Biddle, Hayes and Rapaglia. Under their respective Agreements, each of the NEOs would be entitled to certain termination benefits in the event that his employment is terminated for Good Reason (as defined) or by the Company for any reason other than for Cause (as defined), within eighteen months following a Change in Control. Each of the Change in Control Agreements has an indefinite term. Generally, termination for Good Reason includes, but is not limited to, voluntary termination of employment by the named executive officer
within 180 days following the occurrence of any of the following: (i) a change in the NEO'sNEO’s authority, duties or responsibilities which represents a material diminution in his authority, duties or responsibilities prior to the Change in Control; (ii) a material reduction in the NEO'sNEO’s base salary below the level that existed preceding the Change in Control; (iii) a relocation of the NEO outside a 50 mile radius of the NEO'sNEO’s work site at the date such agreement was signed; (iv) the sale or other disposition by the Company of more than 50% of the assets of the Company over which the NEO has authority to any "person"“person” as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended; or (v) other material breach by the Company of the terms of the Change in Control Agreement. Termination for Cause means termination of employment by the Company because of dishonesty, 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.
28
Termination Benefits
In the event a named executive officer becomes eligible for termination benefits as provided above, such benefits would include the following: (i) a cash payment, to be made within forty-five days after such termination, equal to 12 months of the NEO'sNEO’s base salary (exclusive of any bonus or other benefit) in effect at the date of the Change in Control; and (ii) the Company would be obligated to maintain, for a period of twelve months after termination (the "Benefits Period"“Benefits Period”), all life insurance, disability, medical and other benefit programs to which the NEO and his family were entitled at the date of the Change in Control or, in the event the continued participation of the NEO and his family in such programs is not possible, to arrange for similar benefits. The termination benefits also would include a lump sum cash payment to the NEO within forty-five days of such termination in lieu of Company contributions on behalf of the NEO to which the NEO otherwise would be entitled during the Benefits Period under the Company's Profit Sharing and SavingsCompany’s 401(k) Plan. In the event of a named executive officer'sofficer’s termination of employment following a Change in Control, the Compensation Committee has the authority to accelerate the time at which restrictions will lapse or to remove any restrictions applicable to awards of restricted stock under the Company'sCompany’s Restricted Stock Award Plan.
The table below sets forth the compensation payable to each of the named executive officers, other than Mr. Myers who retired on July 15, 2016, in the event of termination following a Change in Control. The amounts are estimates only and assume that a Change in Control occurred on October 31, 2013.2016. Actual amounts to which the NEO would be entitled would depend upon his actual compensation, value of benefits, and restricted stock outstanding as of the date of the Change in Control.
Termination of Employment in Connection with Change in Control
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
_________________
Continuation of Medical Acceleration Total Cash and Insurance Other of Equity Termination Name Compensation Benefits (1) Benefits (2) Awards (3) Benefits Willing L. Biddle $ 357,000 $ 20,723 $ 17,500 $ 17,187,500 $ 17,583,073 John T. Hayes $ 235,600 $ 16,319 $ 11,780 $ 967,500 $ 1,231,199 Charles J. Urstadt $ 225,000 $ 20,462 $ 11,250 $ 5,426,500 $ 5,683,212 Stephan A. Rapaglia $ 235,600 $ 17,085 $ 11,780 $ 1,085,750 $ 1,350,215
| (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 | ||||
| (2) | Represents a cash payment to the named executive | Company’s 401(k). | |||
| (3) | Under the |
29
For the year ended October 31, 2013,2016, other than Messrs. Biddle and C.J. Urstadt, each director received an annual retainer of $24,000,$26,000, compensation of $1,850$2,000 for each Board of Directors meeting and each committee meeting attended in person and compensation of $950$1,000 for each Board of Directors meeting and each committee meeting attended telephonically. The Chairmen of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee each received an additional annual retainer of $3,600.$3,800. The Compensation Committee also awarded each non-employee director 9501,050 restricted shares of common stock which, at the election of each director, could be any combination of Class A Common Stock and Common Stock. At its meeting in December 2013,2016, the Compensation Committee considered compensation for the directors and voted to increasemaintain, without change from the prior fiscal year, the foregoing fees for the ensuing fiscal year 2017 as follows: annual retainer, $25,000;$26,000; additional retainer for committee Chairs, $3,700;chairs, $3,800; meeting attendance fees, $1,900$2,000 in person and $1,000 via teleconference. Messrs. Biddle and C.J. Urstadt, who are officers and full-time employees of the Company, do not receive separate compensation for service as directors or committee members.
The compensation table below summarizes the compensation paid to non-employee members of the Board of Directors during the fiscal year ended October 31, 2013.2016.
Name Fees
Earned
or Paid
in Cash
($) 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
______________
Fees Earned or Paid Stock All Other in Cash Awards Compensation Total Name ($) ($) (1) ($) ($) Kevin J. Bannon $ 45,450 $ 19,740 — $ 65,190 Catherine U. Biddle $ 35,650 $ 18,848 — $ 54,498 Bryan O. Colley $ 24,500 $ 19,740 — $ 44,240 Robert R. Douglass $ 43,150 $ 19,740 — $ 62,890 Richard Grellier $ 44,450 $ 19,740 — $ 64,190 George H.C. Lawrence $ 41,150 $ 19.740 — $ 60,890 Robert J. Mueller $ 50,471 $ 19,740 — $ 70,211 Charles D. Urstadt $ 37,650 $ 18,848 — $ 56,498
| (1) | As described under Director Compensation above, the |
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis of the Company with management. Based on the review and discussions, the Compensation Committee recommended to the Board of Directors, and the Board of Directors approved, that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended October 31, 2016.
| Compensation Committee: |
| George H.C. Lawrence, Chairman |
| Bryan O. Colley |
| Noble O. Carpenter |
This report does not constitute “soliciting material” and shall not be deemed filed or incorporated by reference into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this report by reference, and shall not otherwise be deemed filed under such Acts.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Lawrence, Colley and Carpenter. No member of the Compensation Committee during 2016 was an officer, employee or former officer of ours or any of our subsidiaries or had any relationship that would be considered a Compensation Committee interlock and would require disclosure in this Proxy Statement pursuant to SEC regulations. None of our executive officers served as a member of a compensation committee or a director of another entity under the circumstances requiring disclosure in this Proxy Statement pursuant to SEC regulations.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Policy and Procedures Regarding Transactions with Related Persons
In December 2016, the Company adopted a written Related Party Transactions Policy to further the goal of ensuring that any related person transaction is properly reviewed, approved or ratified, if appropriate, and fully disclosed in accordance with applicable rules and regulations. The policies and procedures are intended to work in conjunction with the Code of Ethics and Code of Business Conduct, which is described above in “Corporate Governance and Board Matters—Code of Ethics for Senior Officers; Code of Business Conduct and Ethics.”
The policies and procedures apply to transactions or arrangements between the Company and any related person, including but not limited to directors, director nominees, executive officers, greater than 5% stockholders, the immediate family members of each of these groups and an entity with which any of the foregoing persons is employed or is a partner or owns 5% or greater beneficial ownership interest. They do not, however, apply with respect to general conflicts between the interests of the Company and our employees, officers and directors, including issues relating to engaging in a competing business and performing outside or additional work, which are reported and handled in accordance with the Company’s Code of Ethics and Code of Business Conduct and other procedures and guidelines implemented by the Company from time to time.
For purposes of the policies and procedures, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which (i) the aggregate amount involved will or may be expected to exceed $120,000, (ii) the Company is a participant, and (iii) any related person has or will have a direct or indirect material interest.
Under the policies and procedures, the directors and executive officers of the Company are responsible for identifying and reporting any proposed transaction with a related person. If any director or officer becomes aware of any transaction or arrangement that has taken place, may be taking place or may be about to take place involving the Company and any related person, such person shall bring the matter to the attention of the Company’s Secretary. Any proposed related person transaction shall be presented by the Secretary to the Governance Committee or the Chair of the Governance Committee for its review. The Governance Committee will then meet, in person or by telephone, to review the facts and circumstances and discuss the proposed transaction.
If the transaction involves a director, that director will not participate in the action regarding whether to approve or ratify the transaction.
The policies and procedures provide that all related person transactions are to be disclosed in the Company’s Proxy Statement and other appropriate filings to the extent required by the rules and regulations of the SEC.
Relationships
As of the date two weeks prior to the date of this Proxy Statement (the most recent practicable date), the Company was not aware of any related person transactions pursuant to the Related Party Transactions Policy. Charles J. Urstadt, the Company’s Chairman, is the father of Catherine U. Biddle and Charles D. Urstadt, directors of the Company. Willing L. Biddle, the Company’s President, Chief Executive Officer and a director, is the husband of Catherine U. Biddle, the son-in-law of Charles J. Urstadt, and the brother-in-law of Charles D. Urstadt.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth certain information, as of January 20, 2017, available to the Company with respect to Common Shares and Class A Common Shares of the Company beneficially owned by:
| ● | each person who is known by us to beneficially own more than 5% of the Class A Common Shares or Common Shares; |
| ● | each director and nominee for director; |
| ● | each named executive officer; and |
| ● | all of our current directors and executive officers as a |
The number of shares beneficially owned by each individual or group is based upon information in documents filed by such person with the SEC or other information available to us. Percentage ownership in the following table is based on 9,660,073 Common Shares and 29,729,045 Class A Common Shares outstanding as of January 20, 2017. Unless otherwise noted below, the address of the persons and entities listed on the table is 321 Railroad Avenue, Greenwich, CT 06830.
| Class A | |||||||||||||
| Common Shares | Common Shares | ||||||||||||
| Beneficially | Percent | Beneficially | Percent | ||||||||||
| Name and Address of Beneficial Owner | Owned | of Class | Owned | of Class | |||||||||
| 5% Stockholders | |||||||||||||
| The Vanguard Group, Inc. | — | — | 3,790,405 | (1) | 12.8 | % | |||||||
| 100 Vanguard Blvd. | |||||||||||||
| Malvern, PA 19355 | |||||||||||||
| T. Rowe Price Associates, Inc. | — | — | 2,659,230 | (2) | 8.9 | % | |||||||
| 100 E. Pratt Street | |||||||||||||
| Baltimore, MD 21202 | |||||||||||||
| BlackRock, Inc. | — | — | 2,584,133 | (3) | 8.7 | % | |||||||
| 55 East 52ndStreet | |||||||||||||
| New York, NY 10022 | |||||||||||||
| Directors & Officers | |||||||||||||
| Charles J. Urstadt | 4,464,625 | (4) | 46.2 | % | 161,090 | (5) | * | ||||||
| Willing L. Biddle | 2,914,063 | (6) | 23.9 | % | 40,824 | (7) | * | ||||||
| Kevin J. Bannon | — | * | 32,000 | (8) | * | ||||||||
| Catherine U. Biddle | 2,914,063 | (6) | 23.9 | % | 40,824 | (7) | * | ||||||
| Noble O. Carpenter | — | — | 1,050 | (9) | * | ||||||||
| Bryan O. Colley | — | — | 1,050 | (10) | * | ||||||||
| Richard Grellier | 2,627 | * | 6,000 | (11) | * | ||||||||
| George H.C. Lawrence | — | — | 78,028 | (12) | * | ||||||||
| Robert J. Mueller | — | — | 44,050 | (13) | * | ||||||||
| Charles D. Urstadt | 29,776 | (14) | * | 1,850 | * | ||||||||
| John T. Hayes | — | — | 55,930 | (15) | * | ||||||||
| Stephan A. Rapaglia | — | — | 68,000 | (16) | * | ||||||||
| Directors & Executive Officers | |||||||||||||
| as a group (12 persons) | 7,411,091 | 70.4 | % | 489,872 | 1.7 | % | |||||||
| * | Less than 1% |
| (1) | Number of shares is based upon information filed with the SEC on | 2015 and includes 1,836,649 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 9, 2016 in a Schedule 13G for the year ended December 31, 2015. | |
| (2) | Number of shares is based upon information filed with the SEC on February 11, 2016 by T. Rowe Price Associates, Inc. in a Schedule 13G for the year ended December 31, 2015. | ||
| (3) | Number of shares is based upon information filed with the SEC on January 27, 2016 by BlackRock, Inc. in a Schedule 13G for the year ended December 31, 2015. | ||
| (4) | Mr. Urstadt is the direct beneficial owner of 740,570 shares of Common Stock, of which 50,000 are restricted subject to vesting. In addition, he is the indirect beneficial owner of (i) 883,185 shares of Common Stock directly held by Urstadt Property Company, Inc., a Delaware corporation (“UPCO”) of which Mr. Urstadt is the chairman, a director and principal stockholder, (ii) 41,050 shares of Common Stock held by Mrs. Urstadt, (iii) 1,668 shares of Common Stock held by the 2005 Trust Established Under the Issuer’s Excess Benefit and Deferred Compensation Plan (the “Compensation Plan Trust”) for the benefit of Mr. Urstadt, (iv) 1,942,431 shares of Common Stock held by Urstadt Realty Associates Co LP (“URACO”), a Delaware limited partnership of which UPCO is the general partner and Mr. Urstadt, Mrs. Urstadt, Catherine U. Biddle Irrevocable Trust and Charles D. Urstadt Irrevocable Trust are the limited partners, (v) 530,721 shares of Common Stock held by Urstadt Realty Shares II L.P. (“URS II”), a Delaware partnership of which UPCO is the general partner and Mr. Urstadt is the limited partner, and (vi) 220,000 shares of Common Stock held by the Charles J. Urstadt 2012 Family Trust. In addition, he has the power to vote or direct the voting of and to dispose or direct the disposition of 105,000 shares of Common Stock held by the Urstadt Conservation Foundation (the “Foundation”), of which Mr. Urstadt and Mrs. Urstadt are sole trustees. Mr. Urstadt disclaims beneficial ownership of any shares owned by the Foundation. | ||
| UPCO and Mr. Urstadt may be deemed to have shared power to vote or direct the voting of and to dispose of or direct the disposition of the 883,185 shares of Common Stock directly owned by UPCO in view of the fact that Mr. Urstadt and Mrs. Urstadt own a controlling amount of the outstanding voting securities of UPCO. | |||
| UPCO and Mr. Urstadt may be deemed to have shared power to vote or direct the voting of and to dispose of or direct the disposition of the 1,942,431 shares of Common Stock directly owned by URACO in view of the fact that UPCO is the sole general partner of URACO, and that Mr. Urstadt and Mrs. Urstadt own a controlling amount of the outstanding voting securities of UPCO. | |||
| UPCO and Mr. Urstadt may be deemed to have shared power to vote or direct the voting of and to dispose of or direct the disposition of the 530,721 shares of Common Stock directly owned by URS II in view of the fact that UPCO is the sole general partner of URS II, and that Mr. Urstadt and Mrs. Urstadt own a controlling amount of the outstanding voting securities of UPCO. | |||
| Mrs. Urstadt and Mr. Urstadt may be deemed to have shared power to vote or direct the voting of and to dispose of or direct the disposition of the 41,050 shares of Common Stock directly owned by Mrs. Urstadt. Mr. and Mrs. Urstadt disclaim beneficial ownership of any shares held by the Foundation, but may be deemed to have shared power to vote or direct the voting of and to dispose of or direct the disposition of the 105,000 shares of Common Stock directly owned by the Foundation in view of the fact that Mr. and Mrs. Urstadt are the sole trustees of the Foundation. | |||
| (5) | Mr. Urstadt directly owns 57,500 Class A Common Shares, of which 10,500 are restricted subject to vesting. In addition, he is the indirect beneficial owner of 18,000 Class A Common Shares directly held by Mrs. Urstadt and 85,590 Class A Common Shares directly held by UPCO. | ||
| (6) | Mr. Biddle is the direct beneficial owner of 2,273,338 shares of Common Stock individually, of which 990,000 are restricted subject to vesting, and Mrs. Biddle is the direct beneficial owner of 32,312 shares of Common Stock individually, of which 4,100 are restricted subject to vesting. When these shares are added |
| issue of Mr. Biddle, and 284,240 shares owned by the Willing L. Biddle 2012 Dynasty Trust for which Mrs. Biddle is the sole trustee, Mr. Biddle and Mrs. Biddle beneficially own 2,914,063 shares of Common Stock. 926,643 shares of Common Stock owned directly by Mr. Biddle are pledged as collateral for two third-party loans. | |||||
| Mr. Biddle and Mrs. Biddle may each be deemed to have shared power to vote and direct the voting of and to dispose of or direct the disposition of shares owned by the other, as they are spouses. | |||||
| (7) | Mr. Biddle directly owns 37,500 Class A Common Shares, of which 32,500 are restricted subject to vesting. In addition, he is the indirect beneficial owner of 3,324 Class A Common Shares directly held by Mrs. Biddle. | ||||
| (8) | Mr. | ||||
| (9) | Mr. Carpenter directly owns 1,050 Class A Common Shares, all of which are restricted subject to vesting. | ||||
| (10) | Mr. Colley directly owns 1,050 Class A Common Shares, all of which are restricted subject to vesting. | ||||
| (11) | Mr. Grellier directly owns 6,000 Class A Common Shares, of which 5,050 are restricted subject to vesting. | ||||
| (12) | Mr. Lawrence directly owns 78,028 Class A Common Shares, of which 5,050 are restricted subject to vesting. | ||||
| (13) | Mr. Mueller directly owns 44,050 Class A Common Shares, of which 5,050 are restricted subject to vesting. | ||||
| (14) | Mr. C.D. Urstadt directly owns 29,776 Common Shares, of which 5,050 are restricted subject to vesting. The number of shares reported does not include Common Shares owned by URACO, of which the Charles D. Urstadt Irrevocable Trust is a limited partner. Mr. C.D. Urstadt is the sole beneficiary of the | trust. Shares held by URACO are reported by Mr. C.J. Urstadt, as the controlling shareholder of UPCO, the general partner of URACO. The number of shares reported also does not include Common Shares owned by UPCO, of which Mr. C.D. Urstadt is an officer and shareholder; these are also reported by Mr. C.J. Urstadt, as the controlling shareholder of UPCO. | |||
| (15) | Mr. Hayes directly owns 55,930 Class A Common Shares, of which 51,000 are restricted subject to vesting. | ||||
| (16) | which 56,500 are restricted subject to vesting. | ||||
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the directors and officers, and persons who own more than 10% of a registered class of the Company'sCompany’s equity securities, to file initial reports of ownership and reports of changes in ownership of such equity securities with the SEC. Such persons also are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms furnished to the Company, or written representations that no Forms 5 were required, the Company believes that, with respect to the period from November 1, 20122016 through October 31, 2013,2016, its directors, officers and greater than 10% beneficial owners complied with all Section 16(a) filing requirements.requirements, other than as follows: A Form 4 for Charles J. Urstadt, reporting transactions on November 16-17, 2015, and Form 4s for each of Messrs. Hayes and Rapaglia, reporting transactions on January 21, 2016, were filed late.
SOLICITATION OF PROXIES AND VOTING PROCEDURES
The cost of soliciting proxies will be borne by the Company. In addition to solicitation by mail, directors, officers and employees of the Company and its affiliates may solicit proxies by personal interview, facsimile transmission or telephone and will not receive additional compensation for such services. Arrangements will be made with banks, brokerage firms and other custodians, nominees and fiduciaries for forwarding proxy solicitation material to beneficial owners of Class A Common Shares and Common Shares and the Company will reimburse such parties for reasonable expenses incurred in connection therewith.
The presence, either in person or by properly executed proxy, of a majority of the Company's outstanding Class A Common Shares and Common Shares is necessary to constitute a quorum at the Annual Meeting. Each Common Share outstanding on the Record Date entitles the holder thereof to one vote and each Class A Common Share outstanding on the Record Date entitles the holder thereof to 1/20 of one vote. An automated system administered by Broadridge Investor Communications Services tabulates the votes.
The election of the directors, the ratification of the appointment of the Company's independent registered public accounting firm, the approval of the advisory vote on executive compensation, and the amendment of the Company's Restricted Stock Award Plan each requires the affirmative vote of a majority of the total combined voting power of all classes of stock entitled to vote and present, in person or by properly executed proxy, at the Annual Meeting. In each case, abstentions will be the equivalent of negative votes and broker non-votes will have no effect with respect to such proposals, since any Class A Common Shares or Common Shares subject to broker non-votes will not be present and entitled to vote with respect to any proposal to which the broker non-vote applies.
Each of the Proposals presented to the stockholders at the Annual Meeting is being presented as a separate and independent Proposal and no Proposal is conditioned upon adoption or approval of any other Proposal.
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The Company'sCompany’s Annual Report to Stockholders for the fiscal year ended October 31, 2013 (which is not part of the Company's proxy soliciting materials)2016 has been made available to the stockholders over the Internet or mailed to the Company'sCompany’s stockholders with or prior to this Proxy Statement. You should not regard the Annual Report as proxy statement.soliciting materials or a communication by means of which solicitation is to be made. A copy of the Company'sCompany’s Annual Report on Form 10-K, without exhibits, will be furnished without charge to stockholders upon request to:
Thomas D. Myers,Miyun Sung, Secretary
Urstadt Biddle Properties Inc.
321 Railroad Avenue
Greenwich, CT 06830
The Company'sCompany’s Corporate Governance Guidelines, Code of Ethics for Senior Financial Officers, Code of Business Conduct and Ethics, and the Charters for each of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee are available on the Company'sCompany’s website under Investor Relations/Governance at http://www.ubproperties.com.
CONTACTING THE BOARD OF DIRECTORS
Stockholders and other interested parties who desire to contact the Company's Board of Directors may do so by writing to: Board of Directors, c/o Secretary, Urstadt Biddle Properties Inc., 321 Railroad Avenue, Greenwich, CT 06830. Communications received will be distributed to the Chairperson of the appropriate committee of the Board depending on the facts and circumstances outlined in the communication. Stockholders and other interested parties also may direct communications solely to the independent directors of the Company by addressing such communications to the independent directors, c/o Secretary, at the address set forth above. In addition, the Board of Directors maintains special procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the submission by employees of the Company, on a confidential and anonymous basis, of concerns regarding questionable accounting or auditing matters. Such communications may be made by writing to the Audit Committee of the Board of Directors, c/o Secretary, at the address set forth above. Any such communication marked "confidential" will be forwarded by the Secretary, unopened, to the Chairman of the Audit Committee.
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Other Matters to Come Before the 2017 Annual Meeting
The directors know of no other business to be presented at the Annual Meeting. If other matters properly come before the Annual Meeting in accordance with the Articles of Incorporation,Bylaws, the persons named as proxies will vote on them in accordance with their best judgment to the extent permitted by applicable laws and regulations.
The Company encourages, but does not require, that members of its Board of Directors attendDeadlines for Stockholder Proposals and Nominations for the 2018 Annual Meeting of stockholders. A director nominee and seven of the Company's nine directors attended the Annual Meeting of Stockholders held on March 21, 2013.
Any stockholder who intends to present a stockholder proposal for consideration at the Company's 2015 Annual MeetingCompany’s 2018 annual meeting of stockholders by utilizing Rule 14a-8 under the Exchange Act must comply with the requirements as to form and substance established by the SEC for such proposals to be included in the Company's proxy statementCompany’s Proxy Statement for such Annual Meeting.meeting. Such proposals must be received by the Company by October 11, 2014.12, 2017.
Any stockholder who intendswishes to presentpropose a nominee to the Board or propose any other business to be considered by the stockholders (other than a stockholder proposal for consideration at the Company's 2015 Annual Meeting of stockholders without complying withincluded in our proxy materials pursuant to Rule 14a-8 or who intends to make a nomination for election toof the Company's Board of Directors atrules promulgated under the 2015 Annual Meeting of stockholdersExchange Act) must comply with the advance notice provisions and other requirements of Sections 1.03 and/or 2.04 of our Bylaws, which are on file with the SEC and may be obtained from the Secretary of the Company upon request. Under our Bylaws, in order to have a stockholder proposal or director nomination considered at an annual meeting of stockholders, stockholders are generally required to deliver to the Company certain advance notification requirements set forthinformation concerning themselves and their stockholder proposal or director nomination, as specified in the Company's bylaws. The Company's bylaws provide, in part, that any proposal for stockholder action, or nomination to the Board of Directors, proposed otherBylaws, not less than by the Board of Directors, must be received by the Company in writing, together with specified accompanying information, at least 75 days nor more than 120 days prior to anthe anniversary date of the immediately preceding annual meeting in order for such action to be considered at(the “annual meeting anniversary date”); provided, however, that, if the meeting. The year 2015 Annual Meeting of stockholders currentlyannual meeting is anticipatedscheduled to be held on March 25, 2015.a date more than 30 days before or more than 60 days after the annual meeting anniversary date, notice must be delivered to us not later than the close of business on the later of the 75th day prior to the scheduled date of such annual meeting or the 15th day after public disclosure of the date of such annual meeting. Therefore, any notice of intent to consider other matters and/or nominees at the year 2018 Annual Meeting of Stockholders, and related information, must be received by the Company bybetween November 22, 2017 and January 9, 2015.6, 2018. The purpose of the bylawBylaw is to assure adequate notice of, and information regarding, any such matter as to which shareholder action may be sought.
You are urged to follow the instructions for voting contained in the Notice Regarding Availability of Proxy Materials or, if you received a paper copy of the Proxy Materials, to date, sign and return your proxy card promptly to make certain your shares will be voted at the Annual Meeting, even if you plan to attend the meeting in person. If you desire to vote your shares in person at the meeting, your proxy may be revoked. If you are receiving a printed copy of the proxy materials, a pre-addressed and postage paid envelope has been enclosed for your convenience in returning the proxy card.
| By Order of the Directors |
 |
WILLING L. BIDDLE |
President & Chief Executive Officer |
YOUR PROXY IS IMPORTANT
WHETHER YOU OWN FEW OR MANY SHARES.
PLEASE VOTE AS SOON AS POSSIBLE.
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APPENDIX A
URSTADT BIDDLE PROPERTIES INC.AMENDED AND RESTATED RESTRICTED STOCK AWARD PLAN321 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 on March 26, 2014)
1.Purposes
This Amended21, 2017. Have your proxy card in hand when you access the web site and Restated Restricted Stock Award Plan (the "Plan") amends and restatesfollow 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 areinstructions to promote the long-term growth of Urstadt Biddle Properties Inc. (the "Company") by attracting, retaining and motivating employees and non-employee directors,obtain your records and to furthercreate an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the identity of Participants' interest with those ofcosts 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 shareholders ofInternet. To sign up for electronic delivery, please follow the Company through stock ownership opportunities.instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
2.VOTE BY PHONE - 1-800-690-6903DefinitionsUse any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on March 21, 2017. Have your proxy card in hand when you call and then follow the instructions.
The following terms shall have the following meanings:
•VOTE BY MAIL"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 totalMark, sign and permanent disability.
•"Participant" means an employee or Non-Employee Director of the Company who is selected by the Committee to participatedate your proxy card and return it in the Plan.postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
•"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.
A-3
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |||||||
| E16819-P85116 | KEEP THIS PORTION FOR YOUR RECORDS | ||||||
| DETACH AND RETURN THIS PORTION ONLY | |||||||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | |||||||
| URSTADT BIDDLE PROPERTIES INC. | For All | Withhold All | For All Except | ||||||||
| The Board of Directors recommends you | |||||||||||
| vote FOR the following Director nominees: | |||||||||||
| ☐ | ☐ | ||||||||||
| ☐ | |||||||||||
| 1. | Election of Directors | ||||||||||
Nominees to serve for three years: | |||||||||||
| 01) | Kevin J. Bannon | ||||||||||
| 02) | Richard Grellier | ||||||||||
| 03) | Charles D. 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. |
| The Board of Directors recommends you vote FOR proposals 2 and 3 and a vote of 3 YEARS on proposal 4. | For | Against | Abstain | ||||||||
| 2. | |||||||||||
To ratify the appointment of PKF | |||||||||||
| ☐ | ☐ | ☐ | |||||||||
| 3. | To approve, on an advisory basis, the compensation of the Company’s named executive officers. | ☐ | ☐ | ☐ | |||||||
| 1 Year | 2 Years | 3 Years | Abstain | |||||||||||
| 4. | To vote, on an advisory basis, on the frequency of the advisory vote on the compensation of the Company’s named executive officers. | ☐ | ☐ | ☐ | ☐ | |||||||||
Each Proposal is a separate and independent Proposal and no Proposal is conditioned upon adoption or approval of any other Proposal. | ||||||||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, guardian, trustee or other fiduciary, please give full title as such. Joint owners each should sign personally. All holders must sign. 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 |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available atwww.proxyvote.com.
URSTADT BIDDLE PROPERTIES INC.
Annual Meeting of Stockholders
March 22, 2017 2:00 p.m.
This proxy is solicited by the Board of Directors
The undersigned hereby constitutes and appoints Willing L. Biddle and Miyun Sung, and each of them, as Proxies of the undersigned, with full power to appoint his or her 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 20, 2017, at the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held at 2:00 p.m. EDT on Wednesday, March 22, 2017 at Six Landmark Square, 9th Floor, Stamford, Connecticut 06901, and at any adjournments or postponements thereof.
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 three Directors of the Company, as set forth in Proposal 1, (ii) FOR the ratification of the appointment of PKF O’Connor Davies, LLP, as the independent registered public accounting firm of the Company for one year, as set forth in Proposal 2, (iii) FOR approval, on an advisory basis, of the compensation of the Company’s named executive officers, as set forth in Proposal 3, and (iv) FOR a 3 Year Frequency on future advisory votes on executive compensation, as set forth in Proposal 4. In their discretion, the Proxies each are authorized to vote upon such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. A stockholder wishing to vote in accordance with the Board of Directors’ recommendations need only sign and date this proxy and return it in the enclosed envelope.
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