UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 22, 2023

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URSTADT BIDDLE PROPERTIES INC
(Exact Name of Registrant as Specified in Its Charter)

001-12803
(Commission File Number)

Maryland
04-2458042
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)

321 RAILROAD AVENUE
GREENWICH, Connecticut 06830
(Address of principal executive offices, including zip code)

(203) 863-8200
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common Stock, par value $.01 per share
UBP
NYSE
Class A Common Stock, par value $.01 per share
UBA
NYSE
6.25% Series H Cumulative Preferred Stock
UBPPRH
NYSE
5.875% Series K Cumulative Preferred Stock
UBPPRK
NYSE
Common Stock Rights to Purchase Preferred Shares
N/A
NYSE
Class A Common Stock Rights to Purchase Preferred Shares
N/a
NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective March 22, 2023, Urstadt Biddle Properties Inc. (the "Company") amended its Amended and Restated Restricted Stock Plan (the "Plan") to (i) increase the maximum number of shares of restricted stock available for issuance thereunder by 1,000,000 shares which, at the discretion of the Compensation Committee administering the Plan, may be any combination of Class A Common Stock and Common Stock and (ii) eliminate the designation of 350,000 shares each of Common Stock and Class A Common Stock, so all shares issuable under the Plan may be any combination of Class A Common Stock and Common Stock at the discretion of the Compensation Committee.

The forgoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference herein.

Item 5.07          Submission of Matters to a Vote of Security Holders.

The 2023 Annual Meeting of Stockholders of the Company was held on March 22, 2023.  At the meeting, stockholders were asked to vote on the following matters:

1.
For the election of the three director nominees to serve for three years as Class II directors, as follows:

Nominees to serve for three years as Class II directors --
 
For
Against
Abstain
Broker Non-Votes
Kevin J. Bannon
8,649,424
1,303,564
12,080
820,218
Richard Grellier
8,794,744
1,159,282
11,042
820,218
Charles D. Urstadt
9,595,325
358,243
11,500
820,218

2.
To ratify the appointment of PKF O'Connor Davies, LLP as the Company's independent registered public accounting firm for fiscal year 2023.  The vote with respect to this proposal was:
For
Against
Abstain
Broker Non-Votes
10,753,739
20,607
10,939
0

3.
For the approval, on an advisory basis, of the compensation of the Company’s named executive officers:
For
Against
Abstain
Broker Non-Votes
9,171,660
750,844
42,565
820,218

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).  The vote with respect to this proposal was:

 1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
1,717,742
13,493
8,210,787
23,046
0


The Board of Directors has considered the results of the advisory vote on the frequency of the advisory vote on executive compensation and determined that an advisory vote on executive compensation will be held every three years, with the next such vote to be held at the 2026 Annual Meeting of Stockholders.

5.
To approve an amendment of the Company’s Amended and Restated Restricted Stock Award Plan:

 For
Against
Abstain
Broker Non-Votes
8,621,156
1,314,612
29,300
820,218



Item 9.01 Financial Statements and Exhibits.
 
(a)
Not applicable
 
 
 
(b)
Not applicable
 
 
 
(c)
Not applicable
 
 
 
(d)
The following exhibits are filed as part of this report:
 
 
 
    


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:   March 24, 2023
URSTADT BIDDLE PROPERTIES INC.
 
(Registrant)
   
   
 
/s/ John T. Hayes
 
John T. Hayes
 
Senior Vice President & Chief Financial Officer


EXHIBIT 10.1

URSTADT BIDDLE PROPERTIES INC.
AMENDED AND RESTATED RESTRICTED STOCK AWARD PLAN
(as amended, March 22, 2023)
1.
Purposes
This Amended and Restated Restricted Stock Award Plan (the “Plan”) amends and restates the Urstadt Biddle Properties Inc. Amended and Restated Restricted Stock Award Plan dated December 9, 1999 (the “First Amended Plan”) which amended the Urstadt Biddle Properties Inc. Restricted Stock Award Plan dated March 12, 1997 (the “Original Plan”). The purposes of the Plan are to promote the long-term growth of Urstadt Biddle Properties Inc. (the “Company”) by attracting, retaining and motivating employees and non-employee directors, and to further the identity of Participants’ interest with those of the shareholders of the Company through stock ownership opportunities.
2.
Definitions
The following terms shall have the following meanings:
•
“Award” means an award of Restricted Stock granted under the provisions of the Plan.
•
“Board” means the Board of Directors of Urstadt Biddle Properties Inc.
•
“Class A Common Stock” means the Class A Common Stock, par value $.01 per share, of the Company.
•
“Committee” means the Compensation Committee of the Board of Directors appointed to administer the Plan.
•
“Common Stock” means the Common Stock, par value $.01 per share, of the Company.
•
“Company” means Urstadt Biddle Properties Inc.
•
“Disability” means total and permanent disability.
•
“Participant” means an employee or non-employee Director of the Company who is selected by the Committee to participate in the Plan.
•
“Restricted Period” means the period of time during which an Award to Participant(s) remains subject to the Restrictions imposed on the Shares as determined by the Committee.
•
“Restrictions” mean the restrictions and conditions imposed on an Award as determined by the Committee, which must be satisfied in order for a Participant to become vested in an Award.
•
“Restricted Stock” means an award of Shares on which is imposed a Restriction Period.
•
“Restricted Stock Award Date” means the date on which the Committee awarded Restricted Stock to a Participant.
•
“Retirement” means, with respect to employee Participants, termination from active employment with the Company at any time after attaining the age of sixty-five (65) years and, with respect to non-employee Director Participants, expiration of the term of service on the Board by reason of the Participant’s failure to be elected to the Board pursuant to a regular election or his or her decision not to stand for re-election to the Board.
•
“Share” means a share of Common Stock or Class A Common Stock, as determined by the Committee.

3.
Effective Date of the Plan
The effective date of the Original Plan was March 12, 1997, and the effective date of the First Amended Plan was
December 9, 1999; provided, however, that the provisions of Section 5 of the First Amended Plan which increased the number of Shares that may be issued or transferred under the Plan from the number of Shares that may be issued or transferred under the Original Plan became effective on March 15, 2000. The Plan was amended and restated as of March 24, 2016. The Plan was further amended as of March 21, 2019 and March 22, 2023 to increase the number of shares issuable under the Plan.
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.
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 6,500,000, which shall be any combination of Common Stock or Class A Common Stock, at the discretion of the Committee. 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 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,
•
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.