(1)
|
Title of each class of securities to which transaction applies:__________________________
|
(2)
|
Aggregate number of securities to which transaction applies:__________________________
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):________________________________________________________________
|
(4)
|
Proposed maximum aggregate value of transaction:_________________________________
|
(5)
|
Total fee paid:_______________________________________________________________
|
[ ]
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing.
|
(1)
|
Amount previously paid:_______________________________________________________
|
(2)
|
Form, Schedule or Registration Statement No.:_____________________________________
|
(3)
|
Filing party:_________________________________________________________________
|
(4)
|
Date filed:__________________________________________________________________
|
1.
|
To elect two members to Omega’s Board of Directors;
|
2.
|
To ratify the selection of Ernst & Young LLP as our independent auditor for fiscal year 2013;
|
3.
|
To hold an advisory vote on executive compensation;
|
4.
|
To approve the Omega Healthcare Investors, Inc. 2013 Stock Incentive Plan; and
|
5.
|
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
|
•
|
Stockholder of Record
— If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, the “stockholder of record.” As the stockholder of record, you have the right to grant your voting proxy directly to us or to a third party, or to vote in person at the Annual Meeting.
|
•
|
Beneficial Owner
— If your shares are held in a brokerage account, by a trustee or by another nominee, you are considered, with respect to those shares, the “beneficial owner.” As the beneficial owner of those shares, you have the right to direct your broker, trustee or nominee how to vote, and you also are invited to attend the Annual Meeting in person. Because a beneficial owner is not the stockholder of record, however, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.
|
Director (age as of April 17)
|
Year First
Became a
Director
|
Business Experience During Past 5 Years
|
Nominated for Term to
Expire in
|
Edward Lowenthal (68)
|
1995
|
Mr. Lowenthal brings to our Board years of experience in the development and operation of real estate.
Mr. Lowenthal currently serves as a director of American Campus Communities (NYSE:ACC) (a public developer, owner and operator of student housing at the university level), and Desarrolladora Homex (NYSE: HXM) (a Mexican homebuilder) and serves as a trustee of the Manhattan School of Music. Mr. Lowenthal also served as non-executive Chairman of REIS, Inc. (a public provider of real estate market information and valuation technology (NASDAQ:REIS) from November 2010 until his term expired in 2012. From January 1997 to March 2002, Mr. Lowenthal served as President and Chief Executive Officer of Wellsford Real Properties, Inc. (a real estate merchant bank) and was President of the predecessor of Wellsford Real Properties, Inc. since 1986. He is co-founder of Wellsford Strategic Partners, a private real estate investment company and is non-executive Chairman of Tiburon Lockers, Inc., a private rental locker company.
|
2016
|
Stephen D. Plavin (53)
|
2000
|
Mr. Plavin brings to our Board management experience in the banking and mortgage-based real estate investment trust (“REIT”) sector, as well as significant experience in real estate capital markets transactions.
Mr. Plavin is a Senior Managing Director of the Blackstone Group (since December, 2012) and the Chief Executive Officer and a director of Capital Trust, Inc., (NYSE:CT) a New York City-based mortgage REIT that is now managed by Blackstone. He has served as CEO of Capital Trust since 2009. From 1998 until 2009, Mr. Plavin was Chief Operating Officer of Capital Trust and was responsible for all of the lending, investing and portfolio management activities of Capital Trust, Inc. Prior to that time, Mr. Plavin was employed for 14 years with Chase Manhattan Bank and its securities affiliate, Chase Securities Inc. Mr. Plavin held various positions within the real estate finance unit of Chase, and its predecessor, Chemical Bank, and in 1997 he became co-head of global real estate for Chase. Mr. Plavin is also a director of WCI Communities, a privately-held developer of residential communities.
|
2016
|
Director (age as of April 17)
|
Year First
Became a
Director
|
Business Experience During Past 5 Years
|
Term to
Expire in
|
Harold J. Kloosterman (71)
|
1992
|
Mr. Kloosterman brings to our Board years of experience in the development and management of real estate. Mr. Kloosterman has served as President since 1985 of Cambridge Partners, Inc., a company he formed in 1985. He has been involved in the development and management of commercial, apartment and condominium projects in Grand Rapids and Ann Arbor, Michigan and in the Chicago area. Mr. Kloosterman was formerly a Managing Director of Omega Capital from 1986 to 1992. Mr. Kloosterman has been involved in the acquisition, development and management of commercial and multifamily properties since 1978. He has also been a senior officer of LaSalle Partners, Inc. (now Jones Lang LaSalle).
|
2014
|
C. Taylor Pickett (51)
|
2002
|
As Chief Executive Officer of our Company, Mr. Pickett brings to our Board a depth of understanding of our business and operations, as well as financial expertise in long-term healthcare services, mergers and acquisitions. Mr. Pickett has served as the Chief Executive Officer of our Company since 2001. Mr. Pickett is also a Director and has served in this capacity since 2002. Mr. Pickett’s term as a Director expires in 2014. From 1998 to 2001, Mr. Pickett served as the Executive Vice President and Chief Financial Officer of Integrated Health Services, Inc. (“IHS”), a public company specializing in post-acute healthcare services. Mr. Pickett served in a variety of executive roles at IHS from 1993 through 1998. From 1991 to 1993, Mr. Pickett was Vice President of Taxes for PHH Corporation. From 1984 to 1991, Mr. Pickett worked for KPMG, an international accounting and consulting firm.
|
2014
|
Barbara B. Hill (60)
|
2013
|
Ms. Hill brings to our Board years of experience in operating healthcare-related companies. Ms. Hill is currently an Operating Partner of Moelis Capital Partners, a private equity firm, where she focuses on healthcare-related investments and providing strategic and operating support for Moelis’ healthcare portfolio companies. She has served as an Operating Partner of Moelis Capital Partners since March 2011. From March 2006 to September 2010, Ms. Hill served as Chief Executive Officer and a director of ValueOptions, Inc., a managed behavioral health company, and FHC Health Systems, Inc., its parent company. Prior to that, from August 2004 to March 2006, she served as Chairman and Chief Executive Officer of Woodhaven Health Services, an institutional pharmacy company. In addition, from 2002 to 2003, Ms. Hill served as President and a director of Express Scripts, Inc., a pharmacy benefits management company. In previous positions, Ms. Hill was responsible for operations nationally for Cigna HealthCare, and also served as the CEO of health plans owned by Prudential, Aetna, and the Johns Hopkins Health System. She was active with the boards or committees of the Association of Health Insurance Plans and other health insurance industry groups. Currently, she serves as a board member of St. Jude Medical Corporation, a medical device company, and Revera Inc., a Canadian company operating senior facilities throughout Canada and the U.S. In addition, she has been nominated for election to the board of directors of Integra LifeSciences Holdings Corporation, a medical device company at its annual meeting on May 22, 2013.
|
2014
|
Thomas F. Franke (83)
|
1992
|
Mr. Franke brings to our Board years of experience in the operation of real estate companies, including long-term care providers.
Mr. Franke is Chairman and a principal owner of Cambridge Partners, Inc., an owner, developer and manager of multifamily housing in Grand Rapids, Michigan. He is also a founder in 1992 of Laurel Health Care, Inc. (a private nursing home firm operating in the eastern United States) and serves as the Chairman Emeritus of Laurel. At one time, he was a principal owner of Abacus Hotels LTD. (a private hotel firm in the United Kingdom). Mr. Franke was a founder and previously a director of Principal Healthcare Finance Limited and Omega Worldwide, Inc.
|
2015
|
Bernard J. Korman (81)
|
1993
|
Mr. Korman brings to our Board extensive experience in healthcare, experience as a director of a real estate investment trust (“REIT”), and experience as a chairman from his former role as chairman of Pep Boys.
Mr. Korman has served as Chairman of the Board since March 8, 2004. Mr. Korman served as Chairman of the Board of Trustees of Philadelphia Health Care Trust, a private healthcare foundation, from December 1995 to June 30, 2010. Mr. Korman is also a director of The New America High Income Fund, Inc. (NYSE:HYB) (financial services) and a past director of Medical Nutrition USA, Inc. (OTC:MDNU.OB) (develops and distributes nutritional products) and NutraMax Products, Inc. (OTC:NUTP) (consumer health care products). He was formerly President, Chief Executive Officer and Director of MEDIQ Incorporated (AMEX:MED) (health care services) from 1977 to 1995. Mr. Korman served as a trustee of Kramont Realty Trust (NYSE:KRT) (a REIT) from June 2000 until its merger in April 2005. Mr. Korman also served as a director of The Pep Boys, Inc. (NYSE:PBY) from 1983, and as Chairman of the Board from May 2003, until his retirement from such board in September 2004. Mr. Korman was previously a director of Omega Worldwide, Inc.
|
2015
|
Craig R. Callen (57)
|
2013
|
Mr. Callen brings to our Board financial and operating experience as an advisor, former director and banker of health care related companies. Mr. Callen is currently a Senior Advisor to Crestview Advisors, LLC, a private equity firm. He was Sr. Vice President and Head of Strategic Planning and Business Development and a member of the Executive Committee for Aetna, Inc. from 2004 to 2007. Mr. Callen was previously Managing Director and co-head of U.S. health care investment banking at Credit Suisse First Boston (CSFB). Mr. Callen was also co-head of health care investment banking at Donaldson, Lufkin & Jenrette prior to its acquisition by CSFB. Mr. Callen is currently a director of Symbion, Inc., a Crestview portfolio company operating surgical facilities and was previously a director of Sunrise Senior Living, Inc. from 1999 through 2008 and Kinetic Concepts, Inc. from 2009 through 2011.
|
2015
|
·
|
each of our directors and the named executive officers appearing in the table under “Executive Compensation —Summary Compensation Table” included elsewhere in this Proxy Statement; and
|
·
|
all persons known to us to be the beneficial owner of more than 5% of our outstanding common stock.
|
|
(1)
|
Includes 99,396 shares of restricted stock, subject to forfeiture until vested.
|
|
(2)
|
Includes 53,748 shares of restricted stock, subject to forfeiture until vested.
|
|
(3)
|
Includes (a) 47,141 shares owned by a family limited liability company (Franke Family LLC) of which Mr. Franke is a member and (b) 4,250 shares of restricted stock, subject to forfeiture until vested. Mr. Franke has pledged 51,363 shares to secure borrowings that may be from time to time outstanding under a lending facility.
|
|
(4)
|
Includes (a) shares owned jointly by Mr. Kloosterman and his wife, and 2,558 shares held solely in Mr. Kloosterman’s wife’s name and (b) 4,250 shares of restricted stock, subject to forfeiture until vested. Does not include 24,136 deferred common stock units, which represent the deferral of director stock grants under the Company’s Deferred Stock Plan. The deferred common stock units will not be converted into shares until certain events or dates as specified in the Deferred Stock Agreement.
|
|
(5)
|
Includes (a) 11,624 shares held in Mr. Korman’s wife’s name and (b) 4,957 shares of restricted stock, subject to forfeiture until vested. Does not include 1,481 deferred common stock units, which represent the deferral of director stock grants under the Company’s Deferred Stock Plan. The deferred common stock units will not be converted into shares until certain events or dates as specified in the Deferred Stock Agreement.
|
|
(6)
|
Includes 4,250 shares of restricted stock, subject to forfeiture until vested. Does not include 450 deferred common stock units, which represent the deferral of director stock grants under the Company’s Deferred Stock Plan. The deferred common stock units will not be converted into shares until certain events or dates as specified in the Deferred Stock Agreement
|
|
(7)
|
Includes 176,462 shares of restricted stock, subject to forfeiture until vested.
|
|
(8)
|
Includes 4,250 shares of restricted stock, subject to forfeiture until vested.
|
|
(9)
|
Includes 13,613 shares of restricted stock, subject to forfeiture until vested.
|
|
(10)
|
Includes 75,074 shares of restricted stock, subject to forfeiture until vested.
|
|
(11)
|
Based on a Schedule 13 G/A filed by The Vanguard Group, Inc. on February 11, 2013. The Vanguard Group, Inc. is located at 100 Vanguard Blvd. Malvern, PA 19355. Includes 325,174 shares of common stock over which The Vanguard Group Inc. has sole voting power or power to direct the vote.
|
|
(12)
|
Based on a Schedule 13 G/A filed by BlackRock Inc. on February 11, 2013. BlackRock Inc. is located at 40 East 52nd Street New York, New York 10022. Includes 11,344,484 shares of common stock over which BlackRock Inc. has sole voting power.
|
Director
|
Board
|
Audit
Committee
|
Compensation Committee
|
Investment Committee
|
Nominating
and Corporate
Governance Committee
|
Craig R. Callen
|
Member
|
||||
Thomas F. Franke
|
Member
|
Chairman
|
Member
|
||
Barbara B. Hill
|
Member
|
||||
Harold J. Kloosterman
|
Member
|
Member
|
Member
|
Chairman
|
Member
|
Bernard J. Korman
|
Chairman
|
Member
|
Member
|
Member
|
|
Edward Lowenthal
|
Member
|
Member
|
Member
|
Chairman
|
|
C. Taylor Pickett
|
Member
|
Member
|
|||
Stephen D. Plavin
|
Member
|
Chairman
|
Member
|
Member
|
·
|
the members and role of our Compensation Committee (the “Committee”);
|
·
|
our compensation-setting process;
|
·
|
our philosophy and objectives regarding executive compensation;
|
·
|
the components of our executive compensation program; and
|
·
|
our compensation decisions for fiscal years 2012 and the 2011-2013 performance period.
|
·
|
determining and approving the compensation for the Chief Executive Officer and our other named executive officers following an evaluation of their performance in respect of goals and objectives established by the Committee and such other factors as the Committee deems appropriate;
|
·
|
reviewing and recommending for the Board of Directors’ approval (or approving, where applicable) the adoption and amendment of our director and executive officer incentive compensation and equity-based plans;
|
·
|
administering our incentive compensation and equity-based plans and approving such awards thereunder as the Committee deems appropriate;
|
·
|
reviewing and monitoring succession plans for the Chief Executive Officer and our other senior executives;
|
·
|
preparing, reviewing and discussing with management the CD&A required by SEC rules and regulations, recommending to the Board of Directors whether the CD&A should be included in our proxy statement or other applicable SEC filings;
|
·
|
overseeing and administering any employment agreements, severance agreements or change of control agreements that are entered into between us and any executive officer; and
|
·
|
performing such other activities consistent with its charter, our Bylaws, governing law, the rules and regulations of the NYSE and such other requirements applicable to us as the Committee or the Board of Directors deems necessary or appropriate.
|
·
|
reports from compensation consultants or legal counsel;
|
·
|
a comparison of the compensation of our executives and directors to our competitors prepared by members of the Committee, by management at the Committee’s request or by a compensation consultant engaged by the Committee;
|
·
|
financial reports on year-to-date performance versus budget and compared to prior year performance, as well as other financial data regarding us and our performance;
|
·
|
reports on our strategic plan and budget for future periods;
|
·
|
information on the executive officers’ stock ownership and holdings of options, performance restricted stock units (“PRSUs”) and other equity-based incentives; and
|
·
|
reports on the levels of achievement by each named executive officer of individual and corporate objectives.
|
·
|
reward performance and initiative;
|
·
|
be competitive with other REITs viewed as competitors for executive talent;
|
·
|
be significantly related to accomplishments and our short-term and long-term successes, particularly measured in terms of growth in adjusted funds from operations on a per share basis and total shareholder return;
|
·
|
structure incentive programs utilizing various performance metrics to minimize the potential for risk associated with over-weighting any particular performance metric;
|
·
|
align the interests of our executive officers with the interests of our stockholders; and
|
·
|
encourage and facilitate our executives’ ability to achieve meaningful levels of ownership of our stock.
|
Named Executive Officer
|
2013 Base Salary
|
|||
C. Taylor Pickett
|
$ | 700,000 | ||
Daniel J. Booth
|
$ | 440,000 | ||
Robert O. Stephenson
|
$ | 400,000 | ||
R. Lee Crabill
|
$ | 330,000 | ||
Michael D. Ritz
|
$ | 265,000 |
Bonus Opportunity as Percentage of Base Salary
|
||||||||||||
Named Executive Officer
|
Threshold
|
Target
|
High
|
|||||||||
C. Taylor Pickett
|
100 | % | 125 | % | 150 | % | ||||||
Daniel J. Booth
|
50 | % | 75 | % | 100 | % | ||||||
Robert O. Stephenson
|
50 | % | 62.5 | % | 75 | % | ||||||
R. Lee Crabill
|
25 | % | 45 | % | 65 | % | ||||||
Michael D. Ritz
|
25 | % | 35 | % | 45 | % |
% of Bonus Opportunity
|
Metric
|
Threshold
(4)
|
Target
(4)
|
High
(4)
|
Actual Performance
|
||||||||||||||
40% |
Adjusted FFO per share
|
$ | 2.08 | $ | 2.12 | $ | 2.16 | $ | 2.19 | ||||||||||
20% |
Tenant quality
(1)
|
Less than 3%
|
Less than 2%
|
Less than 1%
|
0.6% | ||||||||||||||
20% |
Leverage
(2)
|
Less than 55%
|
Less than 52.5%
|
Less than 50%
|
49% | ||||||||||||||
20% |
Subjective
(3)
|
- | - | - |
High
|
|
(1)
|
2012 uncollected rents as a percentage of 2012 gross revenues.
|
|
(2)
|
Funded Debt/ Total Asset Value as calculated pursuant to the covenants under the Company’s senior credit facility.
|
|
(3)
|
Subjective category includes factors such as subjective evaluation of individual performance and/or credit rating upgrade from either agency.
|
|
(4)
|
As to any bonus metric except the subjective metric, if the payment is between threshold and target or between target and high, then the portion of the bonus earned with respect to that metric will be based on linear interpolation.
|
C
.
Taylor Pickett
|
Daniel J
.
Booth
|
Robert O
.
Stephenson
|
R
.
Lee Crabill
|
Michael D
.
Ritz
|
||||||||||||||||
Adjusted FFO (40%)
|
$ | 381,600 | $ | 161,400 | $ | 105,300 | $ | 82,094 | $ | 43,560 | ||||||||||
Tenant Quality (20%)
|
$ | 190,800 | $ | 80,700 | $ | 52,650 | $ | 41,048 | $ | 21,780 | ||||||||||
Leverage (20%)
|
$ | 190,800 | $ | 80,700 | $ | 52,650 | $ | 41,048 | $ | 21,780 | ||||||||||
Individual/Subjective Measures (20%)
|
$ | 190,800 | $ | 80,700 | $ | 52,650 | $ | 41,048 | $ | 21,780 | ||||||||||
Total Cash Bonus Paid for 2012
|
$ | 954,000 | $ | 403,500 | $ | 263,250 | $ | 205,238 | $ | 108,900 |
Annual Incentive (% of Base Salary)
|
||||||||||||
Named Executive Officer
|
Threshold
|
Target
|
High
|
|||||||||
C. Taylor Pickett
|
100 | % | 125 | % | 150 | % | ||||||
Daniel J. Booth
|
50 | % | 75 | % | 100 | % | ||||||
Robert O. Stephenson
|
50 | % | 62.5 | % | 75 | % | ||||||
R. Lee Crabill
|
30 | % | 50 | % | 70 | % | ||||||
Michael Ritz
|
40 | % | 50 | % | 60 | % |
% of Bonus Opportunity
|
Metric
|
Threshold
(4)
|
Target
(4)
|
High
(4)
|
|||||||||||
40% |
Adjusted FFO per share
(1)
|
$ | 2.45 | $ | 2.47 | $ | 2.51 | ||||||||
30% |
Tenant quality
(2)
|
Less than 2%
|
Less than 1.5%
|
Less than 1%
|
|||||||||||
30% |
Subjective
(3)
|
|
(1)
|
Adjusted funds from operations per share. The adjusted FFO metric will be subject to adjustment to reflect the pro forma impact of changes to the Company’s capital structure that were not contemplated in the annual budget approved by the Board of Directors.
|
|
(2)
|
2013 uncollected rents as a percentage of 2013 gross revenues.
|
|
(3)
|
Subjective determination of the committee, including among other things, factors such as subjective evaluation of individual performance, Funded Debt / Total Asset Value and/or credit rating upgrade from a rating agency.
|
|
(4)
|
As to any bonus metric except the subjective metric, if the level of achievement of the relevant performance metric is between threshold and target or between target and high, then the portion of the bonus earned with respect to that metric will be based on linear interpolation.
|
Targeted Realizable Value for 2011-2013 Stock Incentive Awards
|
||||||||||||
Named Executive Officer
|
Threshold
|
Target
|
High
|
|||||||||
C. Taylor Pickett
|
$ | 4,400,000 | $ | 7,950,000 | $ | 11,500,000 | ||||||
Daniel J. Booth
|
$ | 2,480,000 | $ | 4,478,000 | $ | 6,748,000 | ||||||
Robert O. Stephenson
|
$ | 1,691,000 | $ | 3,382,250 | $ | 4,559,500 | ||||||
R. Lee Crabill
|
$ | 1,309,937 | $ | 2,421,487 | $ | 3,284,037 | ||||||
Michael D. Ritz
|
$ | 352,500 | $ | 613,300 | $ | 832,100 |
Named Executive Officer
|
2011 Grants of
Time-Based Restricted Stock
|
|||
C. Taylor Pickett
|
176,462 | |||
Daniel J. Booth
|
99,396 | |||
Robert O. Stephenson
|
75,074 | |||
R. Lee Crabill
|
53,748 | |||
Michael D. Ritz
|
13,613 |
Absolute TSR-Based PRSUs
|
Threshold
|
Target
|
High
|
TSR (annualized and compounded annually for the multi-year PRSUs)
|
8%
|
10%
|
12%
|
Relative TSR-Based PRSUs
|
|||
Percentile vs. Peer Group
|
50
th
|
65
th
|
80
th
|
Multi-Year Incentive Award
|
Metric
Absolute total shareholder return
|
Weighting
75%
|
Threshold
8%
|
Target
10%
|
High
12%
|
|||||||||
Named Executive Officer
|
||||||||||||||
C. Taylor Pickett
|
10,178 | 66,173 | 117,608 | |||||||||||
Daniel J. Booth
|
5,761 | 37,274 | 70,566 | |||||||||||
Robert O. Stephenson
|
4,064 | 28,153 | 44,713 | |||||||||||
R. Lee Crabill
|
2,575 | 20,156 | 32,327 | |||||||||||
Michael D. Ritz
|
1,012 | 5,105 | 8,193 | |||||||||||
Multi-Year Incentive Award
|
Metric
Relative total shareholder return
|
Weighting
25%
|
Threshold
50
th
%-ile
|
Target
65
th
%-ile
|
High
80
th
%-ile
|
|||||||||
Named Executive Officer
|
||||||||||||||
C. Taylor Pickett
|
3,392 | 22,058 | 39,203 | |||||||||||
Daniel J. Booth
|
1,920 | 12,424 | 23,522 | |||||||||||
Robert O. Stephenson
|
1,354 | 9,384 | 14,904 | |||||||||||
R. Lee Crabill
|
858 | 6,718 | 10,775 | |||||||||||
Michael D. Ritz
|
337 | 1,702 | 2,731 |
Annual Incentive Equity Award
(1)
|
Metric Absolute total shareholder return
|
Weighting
100%
|
Threshold
8%
|
Target
10%
|
High
12%
|
|||||||||
Named Executive Officer
|
||||||||||||||
C. Taylor Pickett
|
4,523 | 29,410 | 52,270 | |||||||||||
Daniel J. Booth
|
2,560 | 16,566 | 31,363 | |||||||||||
Robert O. Stephenson
|
1,806 | 12,512 | 19,872 | |||||||||||
R. Lee Crabill
|
1,144 | 8,958 | 14,367 | |||||||||||
Michael D. Ritz
|
450 | 2,269 | 3,641 |
(1)
|
Amounts reflect shares issuable per year based on annual performance.
|
·
|
The Company has developed and adheres to effective processes for developing strategic and annual operating plans and approval of portfolio and capital investments;
|
·
|
The Company has strong internal financial controls;
|
·
|
Base salaries are consistent with each executive’s responsibilities so that they are not motivated to take excessive risks to achieve a reasonable level of financial security;
|
·
|
The determination of incentive awards is based on a review of a variety of indicators of performance as well as a meaningful subjective assessment of personal performance, thus diversifying the risk associated with any single indicator of performance;
|
·
|
The design of our multi-year compensation plan rewards executives for driving sustainable growth for stockholders over the January 2011 – December 2013 performance period;
|
·
|
The vesting periods for equity compensation awards encourage executives to focus on maintaining dividends and stock price appreciation;
|
·
|
The mix between fixed and variable, annual and long-term and cash and equity compensation is designed to encourage balanced strategies and actions that are in the Company’s long-term best interests; and
|
·
|
The Committee has retained discretionary authority to adjust annual awards and payments, which further reduces any business risk associated with our plans.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($)
|
Option
Awards
($)
|
Non-Equity Incentive Plan Compensation
($)
|
All Other Compensation
($)
|
Total
($)
|
||||||||||||||||||||||||
(A)
|
(B)
|
(C)
|
(1)(D) | (2)(E) |
(F)
|
(3)(G) | (4)(I) |
(J)
|
||||||||||||||||||||||||
C. Taylor Pickett
Chief Executive Officer
|
2012
2011
2010
|
$636,000
$615,000
$600,000
|
$190,800
$184,500
$180,000
|
$502,234
$6,314,120
$ --
|
$ --
$ --
$ --
|
$763,200
$721,600
$720,000
|
$15,000
$14,700
$65,251
|
$2,107,234
$7,849,920
$1,565,251
|
||||||||||||||||||||||||
Daniel J. Booth
Chief Operating Officer
|
2012
2011
2010
|
$403,500
$390,000
$380,000
|
$80,700
$78,000
$76,000
|
$300,799
$3,636,205
$ --
|
$ --
$ --
$ --
|
$322,800
$301,600
$304,000
|
$15,000
$14,700
$44,979
|
$1,122,799
$4,420,505
$804,979
|
||||||||||||||||||||||||
Robert O. Stephenson
Chief Financial Officer
|
2012
2011
2010
|
$351,000
$328,000
$305,000
|
$52,650
$49,200
$45,750
|
$191,593
$2,587,875
$ --
|
$ --
$ --
$ --
|
$210,600
$192,427
$183,000
|
$15,000
$14,700
$35,598
|
$820,843
$3,172,202
$569,348
|
||||||||||||||||||||||||
R. Lee Crabill
Senior Vice-President of
Operations
|
2012
2011
2010
|
$315,750
$305,500
$295,000
|
$41,048
$39,715
$38,350
|
$138,436
$1,858,132
$ --
|
$ --
$ --
$ --
|
$164,190
$152,343
$153,400
|
$15,000
$14,700
$33,360
|
$674,424
$2,370,390
$520,110
|
||||||||||||||||||||||||
Michael D. Ritz
Chief Accounting
Officer
|
2012
2011
2010
|
$242,000
$234,000
$205,000
|
$21,780
$21,060
$18,450
|
$35,122
$471,171
$ --
|
$ --
$ --
$ --
|
$87,120
$81,744
$73,800
|
$15,000
$14,700
$22,164
|
$401,022
$822,675
$319,414
|
(1)
|
Bonuses are reported in the year earned, whether or not paid before year end. Reflects the subjective component of annual cash bonus program payments as described under “Elements of Compensation – Annual Cash Bonus Opportunity.”
|
(2)
|
Represents the fair value for accounting purposes as of the date of grant (excluding the effect of estimated forfeitures). The fair value of PRSUs is based on the probable outcome of the performance conditions as of the grant date. For 2011, includes the multi-year PRSUs and restricted stock granted for 2011-2013 in addition to the annual PRSUs. In accordance with applicable SEC rules, 2011 amounts include the grant date fair value associated with the 2011 annual PRSUs, which were ultimately forfeited because the performance conditions were not met, as follows: Mr. Pickett – $576,699; Mr. Booth – $345,235; Mr. Stephenson – $220,193; Mr. Crabill – $159,078; Mr. Ritz – $40,369.
|
(3)
|
Represents the objective performance components (adjusted FFO per share, tenant quality, and leverage) of annual cash bonus program payments as described under “Elements of Compensation – Annual Cash Bonus Opportunity.”
|
(4)
|
“All Other Compensation” includes the following:
|
Name
|
Year
|
401(k) Matching Contribution
|
Interest on
Dividend Equivalent Rights
on Vested PRSUs
|
|||||||||
C. Taylor Pickett
|
2012
2011
2010
|
$ 15,000
$ 14,700
$ 14,700
|
$ --
$ --
$ 50,551
|
|||||||||
Daniel J. Booth
|
2012
2011
2010
|
$ 15,000
$ 14,700
$ 14,700
|
$ --
$ --
$ 30,279
|
|||||||||
Robert O. Stephenson
|
2012
2011
2010
|
$ 15,000
$ 14,700
$ 14,700
|
$ --
$ --
$ 20,898
|
|||||||||
R. Lee Crabill
|
2012
2011
2010
|
$ 15,000
$ 14,700
$ 14,700
|
$ --
$ --
$ 18,660
|
|||||||||
Michael D. Ritz
|
2012
2011
2010
|
$ 15,000
$ 14,700
$ 14,700
|
$ --
$ --
$ 7,464
|
|
In accordance with SEC rules, dividend equivalents associated with PRSUs are not included in “All Other Compensation” because those amounts were factored into the grant date fair values.
|
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards
|
Estimated Possible Payouts
Under Equity Incentive
Plan Awards(1)
|
||||||||||||||||||||||||||||||
Name
|
Grant Type
|
Date of Compensation Committee Action
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
High
($)
|
Threshold
(#)
|
Target
(#)
|
High
(#)
|
Grant Date Fair Value of Stock and Option Awards ($)(1)
|
|||||||||||||||||||||
C. Taylor Pickett
|
Annual Cash Bonus (Objective Metrics)(2)
|
02/06/2012
|
02/06/2012
|
508,800 | 636,000 | 763,200 | |||||||||||||||||||||||||
Annual PRSUs(3)
|
09/03/2010
|
01/01/2012
|
4,523 | 29,410 | 52,270 | 502,234 | |||||||||||||||||||||||||
Daniel J. Booth
|
Annual Cash Bonus (Objective Metrics)(2)
|
02/06/2012
|
02/06/2012
|
161,400 | 242,100 | 322,800 | |||||||||||||||||||||||||
Annual PRSUs(3)
|
09/03/2010
|
01/01/2012
|
2,560 | 16,566 | 31,363 | 300,799 | |||||||||||||||||||||||||
Robert O. Stephenson
|
Annual Cash Bonus (Objective Metrics)(2)
|
02/06/2012
|
02/06/2012
|
140,400 | 175,500 | 210,600 | |||||||||||||||||||||||||
Annual PRSUs(3)
|
09/03/2010
|
01/01/2012
|
1,806 | 12,512 | 19,872 | 191,593 | |||||||||||||||||||||||||
R. Lee Crabill
|
Annual Cash Bonus (Objective Metrics)(2)
|
02/06/2012
|
02/06/2012
|
63,150 | 113,670 | 164,190 | |||||||||||||||||||||||||
Annual PRSUs(3)
|
09/03/2010
|
01/01/2012
|
1,144 | 8,958 | 14,367 | 138,436 | |||||||||||||||||||||||||
Michael D. Ritz
|
Annual Cash Bonus (Objective Metrics)(2)
|
02/06/2012
|
02/06/2012
|
48,400 | 67,760 | 87,120 | |||||||||||||||||||||||||
Annual PRSUs(3)
|
09/03/2010
|
01/01/2012
|
450 | 2,269 | 3,641 | 35,122 | |||||||||||||||||||||||||
(1)
|
Represents the fair value of the annual PRSU award as of the January 1, 2012 grant date. See the Option Exercises and Stock Vested table below for information regarding amounts earned.
|
(2)
|
Reflects the range of bonus payments that were possible as of the grant date under the objective metric components of our annual cash bonus program for 2012. The actual bonuses earned in 2012 under the objective metric components are reflected in the Summary Compensation Table above under the caption “Non-Equity Incentive Plan Compensation.” For more information regarding annual bonus opportunities including the subjective component, see the discussion in under “Annual Cash Opportunity” in the Compensation Discussion and Analysis section of this proxy statement.
|
(3)
|
Reflects the range of shares that could have been earned as of the grant date under the annual PRSUs granted in 2012. Based on actual 2012 performance, these annual PRSUs vested at the high level. See the Option Exercises and Stock Vested table below. For more information regarding the annual PRSUs, see the discussion under “Elements of Compensation—Stock Incentives Awards for 2011-2013—Performance Restricted Stock Unit Awards.”
|
Stock Awards
|
||||||||||||||||
Name
|
Number of Shares or Units or Stock That Have Not Vested (#)(1)
|
Market Value of Shares or Units of Stock That Have Not Vested ($)(2)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4)
|
||||||||||||
C. Taylor Pickett
|
176,462 | 4,208,619 | ||||||||||||||
66,173 | (5) | 1,792,627 | (5) | |||||||||||||
22,058 | (6) | 597,551 | (6) | |||||||||||||
Daniel J. Booth
|
99,396 | 2,370,595 | ||||||||||||||
37,274 | (5) | 1,009,753 | (5) | |||||||||||||
12,424 | (6) | 336,566 | (6) | |||||||||||||
Robert O. Stephenson
|
75,074 | 1,790,515 | ||||||||||||||
28,153 | (5) | 762,665 | (5) | |||||||||||||
9,384 | (6) | 254,213 | (6) | |||||||||||||
R. Lee Crabill
|
53,748 | 1,281,890 | ||||||||||||||
20,156 | (5) | 546,026 | (5) | |||||||||||||
6,718 | (6) | 181,991 | (6) | |||||||||||||
Michael D. Ritz
|
13,613 | 324,670 | ||||||||||||||
5,105 | (5) | 138,294 | (5) | |||||||||||||
1,702 | (6) | 46,107 | (6) |
(1)
|
Restricted stock awards vest 100% on December 31, 2013, except in the case of a Qualifying Termination (in which case 33-1/3% of the award vests if termination is in 2011, 66-2/3% of the award vests if termination is in 2012 and 100% of the award vests if termination is in 2013), or in the case of a Qualifying Termination in connection with a change in control (in which case vesting is accelerated 100%). For more information, see the discussion under “Elements of Compensation—Stock Incentives Awards for 2011-2013—Restricted Stock Awards.” Dividends on the restricted stock award are paid currently on unvested and vested shares.
|
(2)
|
Based on closing price of our common stock as of December 31, 2012.
|
(3)
|
Reflects target level performance. The actual number of shares that will be earned under the multi-year PRSUs (absolute TSR) and multi year PRSUs (relative TSR) depends on the levels of absolute shareholder return and relative shareholder return, respectively, calculated in accordance with the methodology under the PRSU agreements achieved over the three-year performance period ending December 31, 2013. The multi-year PRSUs vest quarterly in 2014, subject to continued performance of services through the applicable vesting date. These balances exclude annual PRSUs that were vested and earned as of December 31, 2012.
|
(4)
|
Based on closing price of our common stock as of December 31, 2012. Includes value of dividend equivalent rights accrued with respect to PRSUs.
|
(5)
|
Represents multi-year PRSUs (absolute TSR) at target performance.
|
(6)
|
Represents multi-year PRSUs (relative TSR) at target performance.
|
Name
|
Number of
Shares
Acquired on
Vesting (#)
|
Value Realized
on Vesting ($)
|
||||||
C. Taylor Pickett
|
52,270 | 1,246,640 | ||||||
Daniel J. Booth
|
31,363 | 748,008 | ||||||
Robert O. Stephenson
|
19,872 | 473,947 | ||||||
R. Lee Crabill
|
14,367 | 342,653 | ||||||
Michael D. Ritz
|
3,641 | 86,838 |
Triggering Event as of December 31, 2012
|
||||||||||||
Involuntary Without Cause or Voluntary for Good Reason
|
Death
|
Disability
|
||||||||||
C
.
Taylor Pickett:
|
||||||||||||
Severance
|
$ | 4,668,099 | $ | -- | $ | -- | ||||||
Bonus
|
$ | -- | $ | -- | $ | -- | ||||||
Total Value of Payments:
|
$ | 4,668,099 | $ | -- | $ | -- | ||||||
Daniel J
.
Booth:
|
||||||||||||
Severance
|
$ | 1,582,400 | $ | -- | $ | -- | ||||||
Bonus
|
$ | -- | $ | -- | $ | -- | ||||||
Total Value of Payments:
|
$ | 1,582,400 | $ | -- | $ | -- | ||||||
Robert O
.
Stephenson:
|
||||||||||||
Severance
|
$ | 893,313 | $ | -- | $ | -- | ||||||
Bonus
|
$ | -- | $ | -- | $ | -- | ||||||
Total Value of Payments:
|
$ | 893,313 | $ | -- | $ | -- | ||||||
R
.
Lee Crabill:
|
||||||||||||
Severance
|
$ | 768,149 | $ | -- | $ | -- | ||||||
Bonus
|
$ | -- | $ | -- | $ | -- | ||||||
Total Value of Payments:
|
$ | 768,149 | $ | -- | $ | -- | ||||||
Michael D
.
Ritz:
|
||||||||||||
Severance
|
$ | 343,318 | $ | -- | $ | -- | ||||||
Bonus
|
$ | -- | $ | -- | $ | -- | ||||||
Total Value of Payments:
|
$ | 343,318 | $ | -- | $ | -- |
Name
|
Fees earned or
paid in cash
($)
|
Stock Awards
($)
(1)
|
Option Awards
($)
|
Total
($)
|
||||||||||||
Thomas F. Franke
|
$ | 85,500 | $ | 110,866 | $ | -- | $ | 196,366 | ||||||||
Harold J. Kloosterman
|
$ | 96,917 | $ | 110,866 | $ | -- | $ | 207,783 | ||||||||
Bernard J. Korman
|
$ | 119,000 | $ | 121,011 | $ | -- | $ | 240,011 | ||||||||
Edward Lowenthal
|
$ | 88,083 | $ | 110,866 | $ | -- | $ | 198,949 | ||||||||
Stephen D. Plavin
|
$ | 98,500 | $ | 110,866 | $ | -- | $ | 209,366 |
|
(1)
|
Represents the fair value dollar amount on the grant date of the stock grants set forth below:
|
Name
|
Grant Date
|
Shares Awarded(1)
|
Grant Date
Fair Value
|
||||||
Thomas F. Franke
|
1/17/2012
2/15/2012
5/15/2012
8/15/2012
11/15/2012
|
3,000
436
439
799
581
|
$ 60,870
$ 9,370
$ 9,373
$ 18,761
$ 12,492
|
||||||
Harold J. Kloosterman
|
1/17/2012
2/15/2012
5/15/2012
8/15/2012
11/15/2012
|
3,000
436
439
799
581
|
(2)
(2)
(2)
(2)
(2)
|
$ 60,870
$ 9,370
$ 9,373
$ 18,761
$ 12,492
|
|||||
Bernard J. Korman
|
1/17/2012
2/15/2012
5/15/2012
8/15/2012
11/15/2012
|
3,500
436
439
799
581
|
$ 71,015
$ 9,370
$ 9,373
$ 18,761
$ 12,492
|
||||||
Edward Lowenthal
|
1/17/2012
2/15/2012
5/15/2012
8/15/2012
11/15/2012
|
3,000
436
439
799
581
|
$ 60,870
$ 9,370
$ 9,373
$ 18,761
$ 12,492
|
||||||
Stephen D. Plavin
|
1/17/2012
2/15/2012
5/15/2012
8/15/2012
11/15/2012
|
3,000
436
439
799
581
|
$ 60,870
$ 9,370
$ 9,373
$ 18,761
$ 12,492
|
(1)
|
The total number of unvested shares of restricted stock held by each of our non-employee directors as of December 31, 2012 was: Messrs. Franke, Kloosterman, Lowenthal and Plavin: 6,000; and Mr. Korman: 6,999.
|
(2)
|
All of the shares awarded to Mr. Kloosterman in 2012 were deferred pursuant to the Deferred Stock Plan described below.
|
·
|
The Audit Committee has reviewed and discussed our 2012 audited consolidated financial statements with Omega’s management;
|
·
|
The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T;
|
·
|
The Audit Committee has received written disclosures and the letter from Ernst & Young LLP required by the PCAOB regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence and has discussed with Ernst & Young LLP its independence from Omega;
|
·
|
Based on reviews and discussions of Omega’s 2012 audited consolidated financial statements with management and discussions with Ernst & Young LLP, the Audit Committee recommended to the Board of Directors that Omega’s 2012 audited consolidated financial statements be included in our Company’s Annual Report on Form 10-K;
|
·
|
The Audit Committee has policies and procedures that require the pre-approval by the Audit Committee of all fees paid to, and all service performed by, our Company’s independent auditor. At the beginning of each year, the Audit Committee approves the proposed services, including the nature, type and scope of service contemplated and the related fees, to be rendered by the firm during the year. In addition, Audit Committee pre-approval is also required for those engagements that may arise during the course of the year that are outside the scope of the initial services and fees approved by the Audit Committee. For each category of proposed service, the independent accounting firm is required to confirm that the provision of such services does not impair its independence. Pursuant to the Sarbanes-Oxley Act of 2002, the fees and services provided as noted in the table below were authorized and approved by the Audit Committee in compliance with the pre-approval policies and procedures described herein; and
|
·
|
The Committee has also reviewed the services provided by Ernst & Young LLP discussed below and has considered whether provision of such services is compatible with maintaining auditor independence.
|
Year Ended December 31,
|
||||||||
2012
|
2011
|
|||||||
Audit Fees
|
$ | 876,000 | $ | 780,000 | ||||
Audit-Related Fees
|
— | — | ||||||
Tax Fees
|
— | — | ||||||
All Other Fees
|
— | 2,000 | ||||||
Total
|
$ | 876,000 | $ | 782,000 |
·
|
Our compensation programs emphasize pay for performance, such that the interests of the named executive officers, including the Chief Executive Officer, are aligned with the interests of stockholders:
|
o
|
We implemented a three-year equity compensation program for 2011-2013 designed to provide 50% of each executive officer’s equity compensation opportunity for the three-year period ending December 31, 2013 in the form of PRSUs, with the actual number of shares earned based on Total Shareholder Return (“TSR”).
|
o
|
50% of each executive officer’s performance-based equity compensation for the 2011-2013 performance period at target is based on TSR for the three-year period ending December 31, 2013, with absolute TSR weighted 75% and relative TSR weighted 25% and measured against the MSCI U.S. REIT Index.
|
o
|
The other 50% of each executive officer’s performance-based equity compensation for the 2011-2013 performance period at target is represented by annual performance units based on absolute TSR for each of 2011, 2012 and 2013.
|
o
|
The time-based restricted stock portion of the 2011-2013 compensation program is subject to three-year cliff vesting on December 31, 2013, except in the case of death, disability, termination without cause or resignation for good reason. Unlike restricted stock grants at many companies, our restricted stock awards do not vest ratably over the term, but will generally only be earned if the executive remains employed on December 31, 2013.
|
o
|
At least 70% of each officer’s annual cash bonus opportunity is based on objective performance metrics.
|
·
|
Our Compensation Committee has established appropriately challenging performance goals for the PRSUs for the 2011-2013 performance periods:
|
Threshold
|
Target
|
High
|
||||||||||
Absolute TSR-Based Performance Units
|
8% | 10% | 12% | |||||||||
TSR (annualized and compounded annually for the
multi-year PRSUs)
|
||||||||||||
Relative TSR-Based Performance Units
|
50
th
|
65
th
|
80
th
|
|||||||||
Percentile vs. Peer Group
|
·
|
Change in control benefits are only payable on a double trigger basis (i.e., following both a change in control and a qualifying termination of employments).
|
·
|
The Company has a long-term record of generating shareholder return and dividend growth.
|
·
|
In December 2011, we obtained an investment grade credit rating from Standard & Poor’s Rating Services on our long-term unsecured debt. In 2012, we obtained an investment grade credit rating from Fitch Ratings on our long-term unsecured debt. This reflects our prudent management of our balance sheet and reduces our borrowing costs going forward.
|
·
|
The Compensation Committee is advised by an independent compensation consultant who provides no other services to the Company.
|
·
|
The Company has implemented majority voting in the election of directors.
|
·
|
The exercise price of options and stock appreciation rights cannot be less than the fair market value of the common stock on the date of grant.
|
·
|
Options and stock appreciation rights may not be repriced or exchanged for awards with a lower exercise price after grant.
|
·
|
Dividend equivalent rights cannot apply to options or stock appreciation rights.
|
·
|
Awards are subject to forfeiture to the extent provided in any clawback policy adopted by the Company.
|
·
|
The 2013 Plan increases the number of shares of common stock available for issuance under the 2004 Plan by 3,000,000 shares. Shares attributable to awards which are forfeited, cancelled, expired, terminated or paid or settled in cash or otherwise without the issuance of common stock (including shares that are (a) tendered or withheld to pay the exercise price of options, (b) withheld or remitted to satisfy the tax withholding on awards, or (c) in excess of the number of the number of shares to which a stock appreciation right relates over the number of shires issued upon exercise of the stock appreciation right) are again available for grant under the 2013 Plan. The maximum number of shares that can be made subject to the grant of incentive stock options is the maximum number of shares available under the 2013 Plan.
|
·
|
The 2013 Plan adds the following three new performance goals that can be used for purposes of being able to allow the Company to receive a deduction for certain qualified performance-based compensation: tenant quality measures (including uncollected rent as a percentage of gross revenue), leverage measures (including funded debt divided by total asset values), and credit ratings issued by rating agencies.
|
·
|
The 2013 Plan clarifies that the limitations on the amounts of grants for purposes of Section 162(m) of the Internal Revenue Code as set forth under the heading below “Limits on Grants,” but increases the maximum amount of performance awards that are not determined by reference to a number of shares of common stock that can be paid in a year to an employee to three million dollars ($3,000,000). Under the 2004 Plan, the annual limit for performance awards payable in cash to an employee was two million ($2,000,000).
|
·
|
Under the 2013 Plan, dividend equivalent rights cannot apply to stock options or stock appreciation rights.
|
·
|
The 2013 Plan provides that the exercise price of stock appreciation rights cannot be less than the fair market value of the common stock on the date of grant, and that stock appreciation rights may not be repriced or exchanged for awards with a lower exercise price after grant.
|
·
|
Under the 2013 Plan, awards are subject to forfeiture to the extent provided in any clawback policy adopted by the Company.
|
·
|
The 2004 Plan provided that in general, awards are not transferable or assignable, except by the laws of descent and distribution, but allows the Compensation Committee to waive this rule. The 2013 Plan preserves these rules, but also provides that the Committee may not allow a participant to transfer an award for value.
|
·
|
The 2004 Plan provided that the Board of Directors may amend or terminate the plan but may condition any amendment on stockholder approval. The 2013 Plan preserves this rule but also provides that the Board of Directors will obtain stockholder approval for any amendment that increases the number of shares available under the plan (except for proportional adjustments in connection with recapitalizations and other transactions), materially expands the classes of individuals eligible to receive awards, materially expands the type of awards available under the plan, or would otherwise require stockholder approval under the rules of the applicable stock exchange.
|
·
|
The 2013 Plan deletes the provision from the 2004 Plan that provided for a grant of an option to acquire 10,000 shares to each new non-employee director and an annual grant of an option to acquire 1,000 shares thereafter. The Compensation Committee approved these changes effective as of January 1, 2012 and January 1 2007, respectively, and these changes will apply regardless of whether the stockholders approve the 2013 Plan.
|
(i) earnings per share;
(ii) operating cash flow;
(iii) cash available;
(iv) net income;
(v) revenue;
(vi) total shareholder return;
(vii) return on invested capital;
(viii) return on shareholder equity;
(ix) return on assets;
(x) return on common book equity;
(xi) market share;
(xii) economic value added;
(xiii) operating margin;
(xiv) stock price;
|
(xv)
operating income;
(xvi)
EBIT or EBITDA;
(xvii)
funds from operations or adjusted funds from operations;
(xviii)
expenses or operating expenses;
(xix)
productivity of employees as measured by revenues, costs, or earnings per employee;
(xx)
cost reduction goals;
(xxi)
tenant quality measures, including uncollected rent as a percentage of gross revenue;
(xxii)
leverage measures, including funded debt divided by total asset values;
(xxiii)
credit rating issued by ratings agencies; and
(xxiv)
any combination of the foregoing.
|
|
i.
|
the compensation is payable only upon attainment of pre-established, objective performance goals;
|
|
ii.
|
the performance goals under which the compensation is paid must be established by a compensation committee comprised solely of two or more outside directors; and
|
|
iii.
|
the material terms of the performance goals under which compensation can be paid are approved by the stockholders of the corporation.
|
(a)
|
(b)
|
(c)
|
||||||||||
Plan category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(1)
|
Weighted-average exercise price of outstanding options, warrants and rights
(2)
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(3)
|
|||||||||
Equity compensation plans approved by security holders
|
394,794 | $ | — | 1,297,509 | ||||||||
Equity compensation plans not approved by security holders
|
— | — | — | |||||||||
Total
|
394,794 | $ | — | 1,297,509 |
(1)
|
Includes (i) a maximum of 372,735 shares that could be earned under PRSUs outstanding as of December 31, 2012 based on absolute and relative TSR calculated as of December 31, 2013, and (ii) 22,059 shares associated with deferred compensation as of December 31, 2012.
|
(2)
|
No exercise price is payable with respect to the performance restricted stock units or deferred shares.
|
(3)
|
Reflects shares of common stock remaining available for future awards under our 2000 and 2004 Stock Incentive Plans as of December 31, 2012.
|
SECTION 1. DEFINITIONS
|
1
|
|
1.1
|
DEFINITIONS
|
1
|
SECTION 2. THE STOCK INCENTIVE PLANAWARD PLAN
|
5
|
|
2.1
|
PURPOSE OF THE PLAN
|
5
|
2.2
|
STOCK SUBJECT TO THE PLAN
|
5
|
2.3
|
ADMINISTRATION OF THE PLAN
|
6
|
2.4
|
ELIGIBILITY AND LIMITS
|
6
|
SECTION 3. TERMS OF AWARDS
|
7
|
|
3.1
|
TERMS AND CONDITIONS OF ALL AWARDS
|
7
|
3.2
|
TERMS AND CONDITIONS OF OPTIONS
|
8
|
(a)
|
Option Price
|
8
|
(b)
|
Option Term
|
9
|
(c)
|
Payment
|
9
|
(d)
|
Conditions to the Exercise of an Option
|
9
|
(e)
|
Termination of Incentive Stock Option
|
10
|
(f)
|
Special Provisions for Certain Substitute Options
|
10
|
3.3
|
TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
|
10
|
(a)
|
Settlement
|
10
|
(b)
|
Conditions to Exercise
|
11
|
3.4
|
TERMS AND CONDITIONS OF STOCK AWARDS
|
11
|
3.5
|
TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS
|
11
|
(a)
|
Payment
|
11
|
(b)
|
Conditions to Payment
|
11
|
3.6
|
TERMS AND CONDITIONS OF PERFORMANCE AWARDS
|
12
|
(a)
|
Payment
|
12
|
(b)
|
Conditions to Payment
|
12
|
3.7
|
TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS
|
12
|
(a)
|
Payment
|
12
|
(b)
|
Conditions to Payment
|
12
|
3.8
|
TERMS AND CONDITIONS OF DEFERRED RESTRICTED STOCK UNITS
|
13
|
(a)
|
Payment
|
13
|
(b)
|
Conditions to Payment
|
13
|
3.9 TREATMENT OF AWARDS UPON TERMINATION OF EMPLOYMENT OR SERVICE
|
13
|
|
SECTION 4. RESTRICTIONS ON STOCK
|
13
|
|
4.1
|
ESCROW OF SHARES
|
13
|
4.2
|
RESTRICTIONS ON TRANSFER
|
14
|
SECTION 5. GENERAL PROVISIONS
|
14
|
|
5.1
|
WITHHOLDING
|
14
|
5.2
|
CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION
|
14
|
5.3
|
CASH AWARDS
|
15
|
5.4
|
COMPLIANCE WITH CODE
|
16
|
5.5
|
RIGHT TO TERMINATE EMPLOYMENT OR SERVICE
|
16
|
5.6
|
NON-ALIENATION OF BENEFITS
|
16
|
5.7
|
RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS
|
16
|
5.8
|
CLAWBACK
|
16
|
5.9
|
LISTING AND LEGAL COMPLIANCE
|
17
|
5.10
|
TERMINATION AND AMENDMENT OF THE PLAN
|
17
|
5.11
|
STOCKHOLDER APPROVAL
|
17
|
5.12
|
CHOICE OF LAW
|
17
|
5.13
|
EFFECTIVE DATE OF PLAN
|
17
|
|
(i)
|
earnings per share;
|
|
(ii)
|
operating cash flow;
|
|
(iii)
|
cash available;
|
|
(iv)
|
net income;
|
|
(v)
|
revenue;
|
|
(vi)
|
total shareholder return;
|
|
(vii)
|
return on invested capital;
|
|
(viii)
|
return on shareholder equity;
|
|
(ix)
|
return on assets;
|
|
(x)
|
return on common book equity;
|
|
(xi)
|
market share;
|
|
(xii)
|
economic value added;
|
|
(xiii)
|
operating margin
|
|
(xiv)
|
stock price;
|
|
(xv)
|
operating income;
|
|
(xvi)
|
EBIT or EBITDA;
|
|
(xvii)
|
funds from operations or adjusted funds from operations;
|
|
(xviii)
|
expenses or operating expenses;
|
|
(xix)
|
productivity of employees as measured by revenues, costs, or earnings per employee;
|
|
(xx)
|
cost reduction goals;
|
|
(xxi)
|
tenant quality measures, including uncollected rents as a percentage of gross revenue;
|
|
(xxii)
|
leverage measures, including funded debt divided by total asset values;
|
|
(xxiii)
|
credit ratings issued by ratings agencies; or
|
|
(xxiv)
|
any combination of the foregoing.
|