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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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): |
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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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 or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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Proxy Statement
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Cordially,
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H. Eric Bolton, Jr.
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Chairman of the Board of Directors and Chief Executive Officer
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DATE:
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Tuesday, May 22, 2018
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TIME:
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11:00 a.m., local time
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PLACE:
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MAA Corporate Headquarters
6815 Poplar Avenue, Suite 500
Germantown, Tennessee 38138
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1. |
Election of the 12 directors named herein to serve for one year and until their successors have been duly elected and qualified;
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2. |
An advisory (non-binding) vote to approve the compensation of our named executive officers as disclosed in the accompanying Proxy Statement;
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3. |
To approve the Second Amended and Restated Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan; and
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4. |
Ratification of Ernst & Young LLP as our independent registered public accounting firm for 2018.
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By Order of the Board of Directors
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Leslie B.C. Wolfgang
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Senior Vice President,
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Chief Ethics and Compliance Officer, and Corporate Secretary
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A-1
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B-1
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BOARD |
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RECOMMENDATION |
PROPOSAL 1:
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ELECTION OF DIRECTORS
See full discussion beginning on Page 13
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FOR each
Nominee
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The Board and Nominating and Corporate Governance Committee believe that the 12 director nominees will effectively represent the long-term interests of shareholders through their oversight and quality counsel to MAA’s management reflecting their extensive and diverse business experience and acumen.
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PROPOSAL 2:
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ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
See full discussion beginning on Page 27
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FOR
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This is a non-binding advisory vote to approve the compensation of MAA’s Named Executive Officers as outlined in this Proxy Statement. The Board and Compensation Committee value the opinions of our shareholders and will take into account the outcome of this vote when considering future compensation decisions.
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PROPOSAL 3:
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APPROVE SECOND AMENDED AND RESTATED STOCK INCENTIVE PLAN
See full discussion beginning on Page 60
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FOR
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The Board and Compensation Committee believe that utilizing equity incentive plans with awards tied to the successful execution of pre-determined performance goals is in the best long-term interest of shareholders as it better aligns employees’ focus and efforts with shareholder interests. We are seeking shareholder approval of an amended and restated stock incentive plan to, among other things, increase the number of shares available for issuance under the plan to 2,000,000 shares, in order to continue to attract and retain key individuals essential to MAA’s long-term strength and success.
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PROPOSAL 4:
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RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
See full discussion beginning on Page 86
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FOR
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As a matter of good corporate governance, we are asking our shareholders to ratify the selection of our independent audit firm. The Board and Audit Committee believe that the appointment of Ernst & Young LLP as MAA’s independent audit firm for fiscal year 2018 is in the best long-term interests of MAA and our shareholders.
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CORPORATE
GOVERNANCE
GUIDELINES
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Reflects the principles by which MAA and the Board operate and includes detailed specifications for director qualification, board responsibilities, share ownership requirements for directors and named executive officers, and equity retention requirements for named executive officers.
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CODE OF
CONDUCT
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Applicable to our executive officers, including the Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, as well as our directors and all employees. We intend to post amendments to or waivers from our Code of Conduct (to the extent applicable to our CEO, Principal Financial Officer or Principal Accounting Officer) on our website. No waivers to the Code of Conduct have been made as of the date of this Proxy Statement.
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WHISTLEBLOWER
POLICY
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Sets forth the procedures established by the Audit Committee for (i) the receipt, retention and treatment of complaints received by MAA regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission of concerns regarding questionable accounting and auditing matters.
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AUDIT
COMMITTEE
CHARTER
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Outlines the duties and responsibilities of the committee in fulfilling its responsibility to oversee (i) the integrity of MAA’s financial statements, (ii) MAA’s compliance with legal and regulatory requirements, (iii) the independent public accounting firm’s qualification and independence; and (iv) the performance of MAA’s internal audit department and independent public accounting firm.
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COMPENSATION
COMMITTEE
CHARTER
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Outlines the duties and responsibilities of the committee in fulfilling its responsibilities to (i) discharge the responsibilities of the Board relating to compensation of MAA’s executive officers, (ii) establish compensation policies and incentive and equity-based award plans to attract, motivate and retain high quality leadership and compensate them in a manner consistent with the interests of MAA’s shareholders, (iii) oversee MAA’s risk assessment and risk management relative to compensation structures, (iv) review and discuss the Compensation Discussion & Analysis to be included in the Proxy Statement; and (v) provide the Compensation Committee Report for inclusion in the Proxy Statement that complies with the rules and regulations of the Securities and Exchange Commission, or SEC.
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NOMINATING
AND CORPORATE
GOVERNANCE
COMMITTEE
CHARTER
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Outlines the duties and responsibilities of the committee to (i) provide assistance to the Board in identifying and recommending individuals qualified to serve as directors of MAA, (ii) review the composition of the Board, (iii) review and recommend corporate governance policies for MAA; and (iv) oversee the evaluation of the Board and management.
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REAL ESTATE
INVESTMENT
COMMITTEE
CHARTER
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Outlines the duties and responsibilities of the committee to consider and approve or disapprove specific property acquisitions, dispositions or development projects for MAA.
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You can find a copy of all of the documents included in the above table by clicking on “Governance Documents” in the “Corporate Overview” section of the “For Investors” page on our website at http://ir.maac.com.
Information from our website is not incorporated by reference into this Proxy Statement.
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We will also provide a copy of any of the documents included in the above table without charge upon written request sent to: MAA, Attention: Investor Relations, 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138.
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Committee Membership
(4)
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Other
Public
Company
Boards
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Name
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Age
(3)
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Director
Since
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Primary Occupation
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A
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C
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NCG
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REI
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H. Eric Bolton, Jr.
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61
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1997
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Chairman of the Board of Directors and Chief Executive Officer of MAA
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XC
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1
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|||
Russell R. French
(1)
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72
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2016
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Special Limited Partner of Moseley & Co. VI, LLC and Class B Partner of Moseley & Co. VII, LLC and Moseley & Co. SBIC, LLC
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X
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-
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Alan B. Graf, Jr.
(1)
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64
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2002
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Executive Vice President and Chief Financial Officer of FedEx Corporation
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L, XC
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1
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|||
Toni Jennings
(1)
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69
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2016
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Chairman of the Board of Jack Jennings & Sons, Inc. and Jennings & Jennings, Inc.
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X
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X
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2
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||
James K. Lowder
(1)
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68
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2013
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Chairman of the Board of Directors of The Colonial Company
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X
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X
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-
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Thomas H. Lowder
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68
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2013
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Past Chairman of the Board of Trustees and Chief Executive Officer of Colonial Properties Trust
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X
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-
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Monica McGurk
(1)
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48
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2016
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Past Chief Growth Officer of Tyson Foods, Inc.
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X
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X
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-
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Claude B. Nielsen
(1)
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67
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2013
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Chairman of the Board of Directors and Past Chief Executive Officer of Coca-Cola Bottling Company United, Inc.
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X
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XC
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-
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||
Philip W. Norwood
(1)
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70
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2007
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Past President and Chief Executive Officer of Faison Enterprises, Inc.
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XC
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X
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X
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-
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W. Reid Sanders
(1)
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68
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2010
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President of Sanders Properties, LLC and Sanders Investments, LLC
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X
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X
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2
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||
William B. Sansom
(1) (2)
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76
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2006 – May 23,
2017 |
Chairman of the Board of Directors, Chief Executive Officer and President of H.T. Hackney Co.
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|||||
Gary Shorb
(1)
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67
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2012
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Past President and Chief Executive Officer of Methodist Le Bonheur Healthcare
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X
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-
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|||
David P. Stockert
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56
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2016
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Past Chief Executive Officer of Post Properties, Inc.
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X
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1
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· |
A director who is an employee or whose immediate family member is one of our executive officers is not independent until three years after the end of such employment relationship.
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· |
A director who receives, or whose immediate family member receives, more than $120,000 per year in direct compensation from us, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), is not independent until three years after he or she ceases to receive more than $120,000 per year in such compensation.
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· |
A director who is affiliated with or employed by, or whose immediate family member is affiliated with or employed in a professional capacity by, any of our present or former internal or external auditors is not independent until three years after the end of the affiliation or the employment or auditing relationship.
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· |
A director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of our present executive officers serve on that company’s Compensation Committee is not independent until three years after the end of such service or the employment relationship.
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· |
A director who is an executive officer or an employee, or whose immediate family member is an executive officer, of a company that makes payments to, or receives payments from, us for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues, is not independent until three years after falling below such threshold.
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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
|
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Current Members:
Claude B. Nielsen,
Chairman
Toni Jennings
Monica McGurk
James K. Lowder
Philip W. Norwood
100%
independent
composition
3
meetings in 2017
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Committee Functions:
·
provides assistance and oversight in identifying qualified candidates to serve as members of the Board;
·
reviews the qualification and performance of incumbent directors to determine whether to recommend them as nominees for re-election;
·
reviews and considers candidates for directors who may be suggested by any director or executive officer, or by any shareholder if made in accordance with our charter, bylaws and applicable law;
·
recommends to the Board members to serve on the committees of the Board;
·
oversees the annual evaluation of the effectiveness of the current policies and practices of the Board and its committees;
·
reviews and reassesses annually the Nominating and Corporate Governance Committee Charter and submits any proposed changes to the Board for approval; and
·
reviews and recommends to the Board appropriate corporate governance principles that best serve the practices and objectives of the Board.
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Name
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Fees
Earned
or
Paid in
Cash
($)
(1)
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Stock
Awards
($)
(2)
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Option
Awards
($)
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Non-Equity
Incentive Plan
Compensation
($)
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Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
(3)
|
Total
($)
|
|||||||||||||||||||||
Russell R. French
|
$
|
70,000
|
$
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119,932
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
6,497
|
$
|
196,429
|
||||||||||||||
Alan B. Graf, Jr.
|
$
|
97,500
|
$
|
119,932
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
87,792
|
$
|
305,224
|
||||||||||||||
Toni Jennings
|
$
|
72,500
|
$
|
119,932
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
192,432
|
||||||||||||||
James K. Lowder
|
$
|
70,937
|
$
|
119,932
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
190,869
|
||||||||||||||
Thomas H. Lowder
|
$
|
68,750
|
$
|
119,932
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
3,057
|
$
|
191,739
|
||||||||||||||
Monica McGurk
|
$
|
72,500
|
$
|
119,932
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
9,421
|
$
|
201,853
|
||||||||||||||
Claude B. Nielsen
|
$
|
78,750
|
$
|
119,932
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
23,677
|
$
|
222,359
|
||||||||||||||
Philip W. Norwood
|
$
|
87,500
|
$
|
119,932
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
51,808
|
$
|
259,240
|
||||||||||||||
W. Reid Sanders
|
$
|
76,250
|
$
|
119,932
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
19,851
|
$
|
216,033
|
||||||||||||||
William B. Sansom
(4)
|
$
|
35,000
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
33,832
|
$
|
68,832
|
||||||||||||||
Gary Shorb
|
$
|
70,000
|
$
|
119,932
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
36,283
|
$
|
226,215
|
||||||||||||||
David P. Stockert
|
$
|
68,750
|
$
|
119,932
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
2,944
|
$
|
191,626
|
(1) |
This column represents annual director fees and committee chair and committee member fees regardless of whether they were paid as cash or deferred by the director and issued as phantom stock in MAA’s Non-Qualified Deferred Compensation Plan For Outside Company Directors.
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(2) |
This column represents the full grant date fair value in accordance with FASB ASC Topic 718 in the year of the grant. The restricted common stock awards that were granted in 2017 include the following grants:
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Name
|
Date of
Grant
|
Price
of
Grant
|
Number
of
Shares
|
Vesting
Schedule
|
2017
ASC 718
Expense
|
Full
Grant Date
Fair Value
|
|||||||||||||
Russell R. French
|
5/23/2017
|
$
|
100.11
|
1,198
|
100% on May 23, 2018
|
$
|
69,960
|
$
|
119,932
|
||||||||||
Alan B. Graf, Jr.
|
5/23/2017
|
$
|
100.11
|
1,198
|
100% on May 23, 2018
|
$
|
69,960
|
$
|
119,932
|
||||||||||
Toni Jennings
|
5/23/2017
|
$
|
100.11
|
1,198
|
100% on May 23, 2018
|
$
|
69,960
|
$
|
119,932
|
||||||||||
James K. Lowder
|
5/23/2017
|
$
|
100.11
|
1,198
|
100% on May 23, 2018
|
$
|
69,960
|
$
|
119,932
|
||||||||||
Thomas H. Lowder
|
5/23/2017
|
$
|
100.11
|
1,198
|
100% on May 23, 2018
|
$
|
69,960
|
$
|
119,932
|
||||||||||
Monica McGurk
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5/23/2017
|
$
|
100.11
|
1,198
|
100% on May 23, 2018
|
$
|
69,960
|
$
|
119,932
|
||||||||||
Claude B. Nielsen
|
5/23/2017
|
$
|
100.11
|
1,198
|
100% on May 23, 2018
|
$
|
69,960
|
$
|
119,932
|
||||||||||
Philip W. Norwood
|
5/23/2017
|
$
|
100.11
|
1,198
|
100% on May 23, 2018
|
$
|
69,960
|
$
|
119,932
|
||||||||||
W. Reid Sanders
|
5/23/2017
|
$
|
100.11
|
1,198
|
100% on May 23, 2018
|
$
|
69,960
|
$
|
119,932
|
||||||||||
Gary Shorb
|
5/23/2017
|
$
|
100.11
|
1,198
|
100% on May 23, 2018
|
$
|
69,960
|
$
|
119,932
|
||||||||||
David P. Stockert
|
5/23/2017
|
$
|
100.11
|
1,198
|
100% on May 23, 2018
|
$
|
69,960
|
$
|
119,932
|
(3) |
This column represents the dividend reinvestment shares acquired in our Non-Qualified Deferred Compensation Plan For Outside Company Directors during the year.
|
(4) |
Mr. Sansom did not stand for re-election to the Board at the 2017 Annual Meeting of Shareholders.
|
MATTER TO BE VOTED
Election of the 12 directors named herein to serve for one year and until their successors have been duly elected and qualified.
|
Our Board proposes that H. Eric Bolton, Jr., Russell R. French, Alan B. Graf, Jr., Toni Jennings, James K. Lowder, Thomas H. Lowder, Monica McGurk, Claude B. Nielsen, Philip W. Norwood, W. Reid Sanders, Gary Shorb and David P. Stockert, all of whom are currently serving as directors, be elected for a term of one year and until their successors are duly elected and qualified. We have no reason to believe that any nominee for director will not agree or be available to serve as a director if elected. However, should any nominee become unable or unwilling to serve, the proxies may be voted for a substitute nominee or to allow the vacancy to remain open until filled by our Board.
|
|
VOTE REQUIRED
|
The presence of a quorum at the Annual Meeting, either in person or by written proxy, and the cast of more “For” votes than votes cast “Against” for each nominee are necessary at the meeting to elect a nominee as a director.
|
|
Impact of Abstentions and Broker Non-Votes
|
Neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.
|
|
BOARD RECOMMENDATION
|
FOR
|
Our Board recommends a vote “FOR” each of the Director nominees.
|
H. ERIC BOLTON, JR.
Chairman of the Board and
Chief Executive Officer of MAA
|
Mr. Bolton joined MAA in 1994 as Vice President of Development and was named Chief Operating Officer in February 1996 and later promoted to President in December 1996. Mr. Bolton assumed the position of Chief Executive Officer in October 2001 and became Chairman of the Board in September 2002. Immediately prior to joining us, Mr. Bolton served as Executive Vice President and Chief Financial Officer of Trammell Crow Realty Advisors, for which he worked for more than five years. Prior to that, Mr. Bolton worked in the commercial banking industry for seven years.
|
Director since:
February 1997
Age:
61
Board Committees:
Real Estate Investment (Chairman)
Other Public Company Boards:
EastGroup Properties, Inc.
(2013–current)
|
Key Attributes, Experiences and Skills:
·
Ethical, decisive and effective leadership
·
Extensive business, operating and financial experience
·
Tremendous knowledge of MAA and the multifamily real estate industry
·
Additional depth to REIT and apartment experience and knowledge from service on the Advisory Board of Governors of NAREIT and the Executive Committee of the National Multifamily Housing Council
·
Broad strategic vision for MAA
·
Service as our Chairman and Chief Executive Officer creates a critical link between management and our Board, enabling our Board to perform its oversight function with the benefits of management's perspectives on the business
|
RUSSELL R. FRENCH
Special Limited Partner of
Moseley & Co. VI, LLC and
Class B Partner of
Moseley & Co. VII, LLC and
Moseley & Co. SBIC, LLC
|
Mr. French was appointed to the Board pursuant to the terms of the merger agreement between us and Post Properties, Inc., or Post. Mr. French has been a special limited partner of Moseley & Co. VI, LLC since 2007 and a Class B Partner of both Moseley & Co. VII, LLC and Moseley & Co. SBIC, LLC since 2014. In addition, Mr. French has been a member of Moseley & Co. V, LLC, the general partner of a venture capital fund, since 2000. Mr. French is a retired venture capitalist and was previously a member of Moseley & Co. III and a partner of Moseley & Co. II, positions he held for more than five years. Mr. French is an Emeritus Trustee of Emory University.
|
Director since:
December 2016
Age:
72
Board Committees:
Audit
Other Public Company Boards:
Post Properties, Inc.
(1993–2016)
|
Key Attributes, Experiences and Skills:
·
Provides a breadth of knowledge in company oversight from his extensive experience in evaluating businesses across a range of industries
·
Provides financial expertise including the evaluation of financial statements and long term company performance from his 30-year career as a venture capitalist
·
Mr. French’s previous service on the Board of Directors of Post provides our Board with historical knowledge and perspective of the Post portfolio and promotes stability in our operations following our merger with Post.
|
TONI JENNINGS
Chairman of the
Board of Directors of
Jack Jennings & Sons, Inc. and
Jennings & Jennings, Inc.
|
Ms. Jennings was appointed to the Board pursuant to the terms of the merger agreement between us and Post. Ms. Jennings currently serves as the Chairman of the Board of Jack Jennings & Sons, Inc., a commercial construction firm, a position she has held for ten years. Ms. Jennings served as and was the first female Lieutenant Governor for the State of Florida from 2003 to 2007. Prior to that, Ms. Jennings served as President of Jack Jennings & Sons, Inc. from 1982 to 2003. During this time, Ms. Jennings also served in the Florida legislature, from 1976 to 2000, including 20 years in the Florida Senate where she served the last four years as Senate President.
|
Director since:
December 2016
Age:
69
Board Committees:
Compensation;
Nominating and Corporate
Governance
Other Public Company Boards:
Next Era Energy, Inc.
(2007-current);
Brown & Brown, Inc.
(2007-current & 1997-2003);
Post Properties, Inc.
(2011–2016)
|
Key Attributes, Experiences and Skills:
·
Offers insight from her extensive legislative and political experience gained through four years of service as Lieutenant Governor of the State of Florida and 24 years in the Florida legislature
·
Provides relevant business acumen from her 30 years of experience as an owner and operator of a successful industry-related business
·
Ms. Jenning’s previous service on the Board of Directors of Post provides our Board of Directors with historical knowledge and perspective of the Post portfolio and promotes stability in our operations following our merger with Post.
|
JAMES K. LOWDER
Chairman of the
Board of Directors of
The Colonial Company
|
Mr. Lowder was appointed to the Board pursuant to the terms of the merger agreement between us and Colonial Properties Trust. Mr. Lowder has served as Chairman of the Board of The Colonial Company and its subsidiaries since 1995. Mr. Lowder is a member of the Home Builders Association of Alabama, the Greater Montgomery Home Builders Association, and serves on the Board of Directors of Alabama Power Company. James K. Lowder is the brother of Thomas H. Lowder, another one of our directors.
|
Director since:
October 2013
Age:
68
Board Committees:
Compensation;
Nominating and Corporate
Governance
Other Public Company Boards:
Colonial Properties Trust
(1993-2013)
|
Key Attributes, Experiences and Skills:
·
Vast experience in the real estate development and construction industries in the Southeast
·
Extensive knowledge of all phases of the commercial real estate industry and economic cycles
·
Mr. Lowder’s previous service as a trustee for Colonial Properties Trust provides our Board with historical knowledge and perspective of the Colonial Properties Trust portfolio and promotes stability in our operations following our merger with Colonial Properties Trust
|
THOMAS H. LOWDER
Past Chairman of the
Board of Trustees and
Chief Executive Officer of
Colonial Properties Trust
|
Mr. Lowder was appointed to the Board pursuant to the terms of the merger agreement between us and Colonial Properties Trust. Mr. Lowder served as the Chairman of the Board of Trustees for Colonial Properties Trust from 1993 to October 2013 and as the Chief Executive Officer from 1993 to 2006 and again from 2008 to 2013. Mr. Lowder became President and Chief Executive Officer of Colonial Properties, Inc., Colonial Properties Trust’s predecessor, in 1976. Mr. Lowder also serves on the boards of Children's Hospital of Alabama, and Crippled Children's Foundation. Thomas H. Lowder is the brother of James K. Lowder, another one of our directors.
|
Director since:
October 2013
Age:
68
Board Committees:
Real Estate Investment
Other Public Company Boards:
Colonial Properties Trust
(1993-2013)
|
Key Attributes, Experiences and Skills:
·
Depth of experience in the acquisition, development, management, and disposition of multifamily, office and retail properties
·
Tremendous knowledge of the markets in which we operate
·
Mr. Lowder’s previous service as Chief Executive Officer and Chairman of the Board for Colonial Properties Trust provides our Board with historical knowledge and perspective of the Colonial Properties Trust portfolio and promotes stability in our operations following our merger with Colonial Properties Trust
|
CLAUDE B. NIELSEN
Chairman of the
Board of Directors of
Coca-Cola Bottling Company
United, Inc.
|
Mr. Nielsen was appointed to the Board pursuant to the terms of the merger agreement between us and Colonial Properties Trust. Mr. Nielsen has served as Chairman of the Board of Directors for Coca-Cola Bottling Company United, Inc. since 2003. Mr. Nielsen served as chief executive officer of Coca-Cola Bottling Company United, Inc. from 1991 to his planned retirement in 2016. Mr. Nielsen had been appointed as president in 1990. Prior to 1990, Mr. Nielsen served as president of Birmingham Coca-Cola Bottling Company. Mr. Nielsen is currently a board member of the Birmingham Business Alliance.
|
Director since:
October 2013
Age:
67
Board Committees:
Compensation;
Nominating and Corporate
Governance (Chairman)
Other Public Company Boards:
Colonial Properties Trust
(1993-2013);
|
Key Attributes, Experiences and Skills:
·
Unique perspective and insight as an experienced participant in the financial services and beverage industries
·
Extensive experience in the capital markets from his executive leadership of the Coca-Cola Bottling Company United, Inc. and his tenure as a director of Regions Financial Corporation
·
Mr. Nielsen’s previous service as a trustee for Colonial Properties Trust provides our Board with historical knowledge and perspective of the Colonial Properties Trust portfolio and promotes stability in our operations following our merger with Colonial Properties Trust
|
PHILIP W. NORWOOD
Past President and
Chief Executive Officer of
Faison Enterprises, Inc.
|
Mr. Norwood is a Principal of Haviland Capital, LLC, an investment company. Mr. Norwood served as the President and Chief Executive Officer of Faison Enterprises, Inc., a real estate development and investment company, from 1994 until his retirement in March 2013. Prior to joining Faison Enterprises, Inc., Mr. Norwood held several positions for Trammell Crow Company. Mr. Norwood is a member of several real estate associations and serves as the Chairman of the Board of Directors for Pacolet Milliken Enterprises, Inc.
|
Director since:
August 2007
Age:
70
Board Committees:
Compensation
(Chairman);
Nominating and Corporate
Governance;
Real Estate Investment
Other Public Company Boards:
None
|
Key Attributes, Experiences and Skills:
·
Extensive and in-depth real estate knowledge and experience, as well as capital markets and financial expertise from his 37-year career in the real estate industry and extensive participation in some of the most prominent real estate associations
·
Astute insight into operational and strategic matters as well as potential acquisitions and divestitures
·
Industry specific operational experience, making him uniquely qualified to serve as the Chairman of the Compensation Committee as he has a keen understanding of executive compensation, its impact on recruitment and retention and the alignment of management and shareholder interests
|
W. REID SANDERS
President of
Sanders Properties, LLC and
Sanders Investments, LLC
|
Mr. Sanders is the Co-Founder and served as the Executive Vice President of Southeastern Asset Management, and the President of Longleaf Partners Funds, from 1975 to 2000. Prior to 1975, Mr. Sanders served as an investment officer and worked in credit analysis and commercial lending in the banking industry from 1971 to 1975. Mr. Sanders currently serves on the Board of Directors, Compensation Committee and Executive Committee for Independent Bank, serves on the Investment Committee at Cypress Realty, a limited partnership involved in commercial real estate, and is on the Advisory Board of SSM Venture Partners III, L.P.
|
Director since:
March 2010
Age:
68
Board Committees:
Audit;
Real Estate Investment
Other Public Company Boards:
Two Harbors Investment Corp.
(2009-current);
Granite Point Mortgage (2017-current);
Silver Bay Realty Trust Corp.
(2016-2017)
|
Key Attributes, Experiences and Skills:
·
Financial expertise and valuable insight into the capital markets from his 42-year career in the financial industry
·
Valuable insights regarding the evaluation of potential acquisitions and divestitures from his service on the Investment Committee of a commercial real estate limited partnership
·
Mr. Sanders’ understanding of financial statements, corporate finance, and accounting makes him a valued member of the Audit Committee
|
GARY SHORB
Past President and
Chief Financial Officer of
Methodist Le Bonheur Healthcare
|
Mr. Shorb served as the President and Chief Executive Officer of Methodist Le Bonheur Healthcare, an integrated healthcare system that comprises a 7-hospital operation, from 2001 to his planned retirement in 2016. Mr. Shorb served as a Senior Advisor to the Chief Executive Officer through April 2017. Mr. Shorb joined Methodist Le Bonheur Healthcare in 1990 as Executive Vice President. Before joining Methodist Le Bonheur Healthcare, Mr. Shorb served as President of the Regional Medical Center in Memphis, Tennessee for 4 years. Prior to his work in the healthcare industry, Mr. Shorb worked as a project engineer with Exxon and served as a Lieutenant Commander in the U.S. Navy. Mr. Shorb serves on a number of civic and non-profit boards and is currently serving as the Executive Director of The Urban Child Institute.
|
Director since:
May 2012
Age:
67
Board Committees:
Audit
Other Public Company Boards:
None
|
Key Attributes, Experiences and Skills:
·
Offers valuable business leadership with expertise and experience in organizational development, management and business finance from his long career at Methodist Le Bonheur Healthcare and senior leadership positions held prior to joining Methodist Le Bonheur Healthcare
·
Insights and experience directly attributable to our service-based operations from his experience as the Chief Executive Officer of a large consumer and service-based operation
|
DAVID P. STOCKERT
Past Chief Executive
Officer and President of
Post Properties, Inc.
|
Mr. Stockert was appointed to the Board pursuant to the terms of the merger agreement between us and Post. Mr. Stockert served as Chief Executive Officer and President of Post from 2002 to 2016 and as President and Chief Operating Officer from 2001 to 2002. Prior to joining Post, Mr. Stockert served as Executive Vice President of Duke Realty Corporation from 1999 to 2000, and as Senior Vice President and Chief Financial Officer of Weeks Corporation from 1995 to 1999. Prior to joining Weeks Corporation, Mr. Stockert was an investment banker and a certified public accountant. Mr. Stockert currently serves on multiple civic and charitable organizations in the Atlanta area.
|
Director since:
December 2016
Age:
56
Board Committees:
Real Estate Investment
Other Public Company Boards:
Duke Realty Corporation
(2017-current);
Post Properties, Inc.
(2002–2016)
|
Key Attributes, Experiences and Skills:
·
Depth of experience in the acquisition, development, management, and sale of multifamily, office and retail properties
·
Provides a breadth of industry knowledge having spent 26 years of his career working for three publically-traded REITs, and serving on the board of another REIT
·
Mr. Stockert’s previous service as Chief Executive Officer for Post provides our Board with historical knowledge and perspective of the Post portfolio and promotes stability in our operations following our merger with Post.
|
STOCK OWNERSHIP
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
|
Name and Address
of Beneficial Owner
|
Amount and
Nature of
Beneficial
Ownership
|
Percent
of Class
|
Notes
|
||||||
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
|
20,250,800
|
17.8%
|
|
The Schedule 13G indicates the entity has sole power to vote or to direct the vote for 289,042 shares, shared power to vote or to direct the vote for 165,568 shares, sole power to dispose or to direct the disposition of 19,932,913 shares, and shared power to dispose or to direct the disposition of 317,887 shares. The shares indicated include the
7,649,289
shares beneficially owned by Vanguard Specialized Funds – Vanguard REIT Index Fund, an affiliate of Vanguard Group, Inc.
|
|||||
Vanguard Specialized Funds
- Vanguard REIT Index Fund
100 Vanguard Blvd.
Malvern, PA 19355
|
7,649,289
|
6.7%
|
|
The Schedule 13G indicates the entity has sole power to vote or to direct the vote for 7,649,289 shares. The shares indicated are included in the 20,250,800 shares beneficially owned by The Vanguard Group, Inc. and should not be added to those shares to indicate total beneficial ownership by The Vanguard Group, Inc.
|
|||||
BlackRock, Inc.
55 East 52nd St
New York, NY 10055
|
11,003,658
|
9.7%
|
|
The Schedule 13G indicates the entity has sole power to vote or to direct the vote for 10,029,929 shares and sole power to dispose or to direct the disposition of 11,003,658 shares.
|
|||||
State Street Corporation
State Street Financial Center
One Lincoln Street
Boston, MA 02111
|
6,466,649
|
5.7%
|
|
The Schedule 13G indicates the entity has shared power to vote or to direct the vote for 6,466,649 shares, and shared power to dispose or to direct the disposition of 6,466,649 shares.
|
Name of Beneficial
Owner
|
Aggregate
Number of
Shares
Beneficially
Owned
|
Percent of Class
|
Notes
|
|||
H. Eric Bolton, Jr.
(2)
|
339,308
|
(1)
|
Includes 110,000 shares that Mr. Bolton has the current right to acquire upon redemption of limited partnership units;
7,943 shares attributed
to Mr. Bolton in our Employee Stock Ownership Plan; and 9,139 shares owned in a joint account with his wife for which Mr. Bolton has shared voting and investment power.
|
|||
Albert M. Campbell, III
|
54,134
|
(1)
|
Includes
2,833 shares attributed to Mr. Campbell in our Employee Stock Ownership Plan; and
1,100 shares of which Mr. Campbell has shared voting and investment power (100 shares held by Mr. Campbell through an
individual retirement account, and 1,000 shares Mr. Campbell owns in a joint account with his wife).
|
|||
Robert J. DelPriore
|
26,000
|
(1)
|
||||
Russell R. French
(2)
|
25,739
|
(1)
|
Includes 2,976 shares held in a deferred compensation account.
|
|||
Alan B. Graf, Jr.
(2)
|
36,970
|
(1)
|
Includes 26,642 shares held in a deferred compensation account.
|
|||
Thomas L. Grimes, Jr.
|
54,160
|
(1)
|
Includes 3,575 shares attributed to Mr. Grimes in our Employee Stock Ownership Plan; and 1,311 shares owned by Mr. Grimes’ spouse in our Employee Stock Ownership Plan.
|
|||
Toni Jennings
(2)
|
4,737
|
(1)
|
||||
James K. Lowder
(2)
|
238,886
|
(1)
|
Includes 233,716 shares that Mr. Lowder has the current right to acquire upon redemption of limited partnership units, as to 4,990 of which Mr. Lowder would have shared voting and investment power (4,990 owned by JKL Investments, LLC); 208,726 of the limited partnership units owned by Mr. Lowder are pledged as collateral on various loans.
|
Name
|
Aggregate
Number of
Shares
Beneficially
Owned
|
Percent of
Class
|
Notes
|
|||
Thomas H. Lowder
(2)
|
281,311
|
(1)
|
Includes 248,654 shares that Mr. Lowder has the current right to acquire upon redemption of limited partnership units, 19,928 of which Mr. Lowder would have shared voting and investment power (19,928 owned by THL Investments, LLC); 1,339 shares held in a deferred compensation account; 25,791 shares held by Mr. Lowder through an
individual retirement account
for which Mr. Lowder has shared voting and investment power; and 357 shares indirectly owned by Mr. Lowder (357 shares owned by THL Investments, LLC)
.
|
|||
Monica McGurk
(2)
|
3,858
|
(1)
|
Includes 3,858 shares held in a deferred compensation account.
|
|||
Claude B. Nielsen
(2)
|
31,780
|
(1)
|
Includes 2,111 shares that Mr. Nielsen has the current right to acquire upon redemption of limited partnership units; 7,628 shares held in a deferred compensation account; and
3,423 shares that Mr. Nielsen has the right to acquire upon the exercise of options.
|
|||
Philip W. Norwood
(2)
|
23,993
|
(1)
|
Includes 15,906 shares held in a deferred compensation account.
|
|||
W. Reid Sanders
(2)
|
140,072
|
(1)
|
Includes 107,000 shares that Mr. Sanders has the current right to acquire upon redemption of limited partnership units; 6,363 shares held in a deferred compensation account; 6,000 shares held by Mr. Sanders through an
individual retirement account
for which Mr. Sanders has shared voting and investment power; and 7,600 shares Mr. Sanders holds indirectly and for which he has shared voting and investment power, of which 5,900 shares Mr. Sanders has authority to vote as trustee or through a power-of-attorney and 1,700 shares owned by Mr. Sanders’ spouse.
|
|||
Gary Shorb
(2)
|
16,555
|
(1)
|
Includes 11,805 shares held in a deferred compensation account.
|
|||
David P. Stockert
(2)
|
159,915
|
(1)
|
Includes 1,915 shares held in a deferred compensation account; 53,812
shares owned by Mr. Stockert’s spouse and 27,008 shares that Mr. Stockert has the right to acquire upon the exercise of options.
|
|||
All Directors, Director Nominees and Executive Officers as a group (15 persons)
|
1,437,418
|
1.26%
|
Includes 701,481 shares that may be acquired upon redemption of limited partnership units;
78,432 shares held in deferred compensation accounts;
15,662 shares held in our Employee Stock Ownership Plan; and
30,431 shares that may be
acquired upon the exercise of options.
|
(1) |
Represents less than 1% of the total.
|
(2) |
Director nominee.
|
Name and Position
|
Age
|
Experience
|
||
H. Eric Bolton, Jr.
Chairman of the Board
and Chief Executive Officer
|
61
|
Mr. Bolton joined us in 1994 as Vice President of Development and was named Chief Operating Officer in February 1996 and promoted to President in December 1996. Mr. Bolton assumed the position of Chief Executive
Officer in October 2001 and became Chairman of the Board in September 2002. Prior to joining us, Mr. Bolton was with Trammell Crow Company for more than five years, and was Executive Vice President and Chief Financial Officer of Trammell Crow Realty Advisors. Prior to that, Mr. Bolton worked in the commercial banking industry for seven years.
|
||
Albert M. Campbell, III
Executive Vice President
and Chief Financial Officer
|
51
|
Prior to his appointment as Chief Financial Officer in January 2010, Mr. Campbell served as our Executive Vice President, Treasurer and Director of Financial Planning and was responsible for managing the funding requirements of the business to support corporate strategy. Mr. Campbell joined us in 1998 and was initially responsible for external reporting and financial planning. Prior to joining us, Mr. Campbell worked as a Certified Public Accountant with Arthur Andersen and served in various finance and accounting roles with Thomas & Betts Corporation.
|
||
Robert J. DelPriore
Executive Vice President
and General Counsel
|
50
|
Mr. DelPriore joined us in August 2013 as our Executive Vice President and General Counsel. Prior to joining us, Mr. DelPriore was a partner in the securities department of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC from February 2008 through August 2013; during which time he served as counsel to MAA. Prior to that, Mr. DelPriore was a partner in the corporate securities group of Bass, Berry & Sims PLC; during which time he served as counsel to MAA.
|
||
Thomas L. Grimes, Jr.
Executive Vice President
and Chief Operating Officer
|
49
|
Mr. Grimes was promoted to Chief Operating Officer in December 2011, having previously served as Executive Vice President and Director of Property Management. Prior to this position, Mr. Grimes served us as an Operations Director over the Central and North Regions. Mr. Grimes also served as Director of Business Development where he worked with our joint venture partners, managed our new development efforts and directed our ancillary income business. Mr. Grimes joined us in 1994.
|
MATTER TO BE VOTED
An advisory (non-binding) vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement.
|
Section 14A of the Exchange Act requires that we provide our shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our “named executive officers”. Therefore, s
hareholders are asked to approve the compensation paid to our named executive officers as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion & Analysis, the compensation tables and the accompanying narrative discussion included in this Proxy Statement.
|
|||
VOTE REQUIRED
|
For the advisory (non-binding) vote on the compensation of our named executive officers to be approved, the votes cast “For” the proposal must exceed the votes cast “Against” the proposal. The vote under this proposal is advisory, and therefore, not binding on us, our Board or the Compensation Committee. However, our Board, including the Compensation Committee, values the opinions of our shareholders and, to the extent there is any significant vote against the named executive officer compensation as disclosed in this Proxy Statement, we will consider our shareholders’ concerns and evaluate what actions may be appropriate to address those concerns.
|
|||
Impact of Abstentions and Broker Non-Votes
|
Neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.
|
|||
BOARD
RECOMMENDATION
|
FOR
|
Our Board recommends a vote “
FOR
” the advisory (non-binding) vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement.
|
INTRODUCTION
|
Name
|
Title
|
|
H. Eric Bolton, Jr.
|
Chairman of the Board and Chief Executive Officer
|
|
Albert M. Campbell, III
|
Executive Vice President and Chief Financial Officer
|
|
Robert J. DelPriore
|
Executive Vice President and General Counsel
|
|
Thomas L. Grimes, Jr.
|
Executive Vice President and Chief Operating Officer
|
· |
fair and equitable when viewed both internally and externally;
|
· |
competitive in order to attract and retain the best qualified individuals; and
|
· |
aligned with performance.
|
2017 Total Shareholder Return
|
Base Salary
|
Percent
|
|||||||||||
2017
|
2016
|
Increase
|
||||||||||
Mr. Bolton
|
$
|
704,000
|
$
|
640,000
|
10.0
|
%
|
||||||
Mr. Campbell
|
$
|
440,000
|
$
|
400,000
|
10.0
|
%
|
||||||
Mr. DelPriore
|
$
|
429,000
|
$
|
390,000
|
10.0
|
%
|
||||||
Mr. Grimes
|
$
|
451,000
|
$
|
410,000
|
10.0
|
%
|
2017 Annual Bonus Paid in 2018
|
||||||||||||
Cash
Amount
|
Percent of 2017
Base Salary
|
Percent of Maximum
Opportunity Earned
|
||||||||||
Mr. Bolton
|
$
|
1,536,480
|
218
|
%
|
87
|
%
|
||||||
Mr. Campbell
|
$
|
580,635
|
132
|
%
|
88
|
%
|
||||||
Mr. DelPriore
|
$
|
574,163
|
134
|
%
|
89
|
%
|
||||||
Mr. Grimes
|
$
|
640,591
|
142
|
%
|
71
|
%
|
Maximum
|
Earned to Date
|
Additional
Shares
|
||||||||||||||
Potential
Shares
|
Number of
Shares
|
Issue
Date
|
That Can
Be Earned
|
|||||||||||||
Mr. Bolton
|
||||||||||||||||
Time vested shares
(1)
|
6,505
|
6,505
|
1/9/2017
|
0
|
||||||||||||
Performance-based shares
|
||||||||||||||||
FFO less MI Expense per Share
(2)
|
9,757
|
9,757
|
4/2/2018
|
0
|
||||||||||||
3-Year total shareholder return
(3)
|
16,262
|
0
|
N/A
|
16,262
|
||||||||||||
Mr. Campbell
|
||||||||||||||||
Time vested shares
(1)
|
3,162
|
3,162
|
1/9/2017
|
0
|
||||||||||||
Performance-based shares
|
||||||||||||||||
FFO less MI Expense per Share
(2)
|
4,743
|
4,743
|
4/2/2018
|
0
|
||||||||||||
3-Year total shareholder return
(3)
|
7,905
|
0
|
N/A
|
7,905
|
||||||||||||
Mr. DelPriore
|
||||||||||||||||
Time vested shares
(1)
|
2,642
|
2,642
|
1/9/2017
|
0
|
||||||||||||
Performance-based shares
|
||||||||||||||||
FFO less MI Expense per Share
(2)
|
3,964
|
3,964
|
4/2/2018
|
0
|
||||||||||||
3-Year total shareholder return
(3)
|
6,606
|
0
|
N/A
|
6,606
|
||||||||||||
Mr. Grimes
|
||||||||||||||||
Time vested shares
(1)
|
3,241
|
3,241
|
1/9/2017
|
0
|
||||||||||||
Performance-based shares
|
||||||||||||||||
FFO less MI Expense per Share
(2)
|
4,861
|
4,861
|
4/2/2018
|
0
|
||||||||||||
3-Year total shareholder return
(3)
|
8,103
|
0
|
N/A
|
8,103
|
(1) |
The time vested shares represent 20% of the total award opportunity under the 2017 LTIP for named executive officers. The shares vest 20% annually on the first, second, third, fourth and fifth anniversary of the issue date subject to continued employment through each vest date. No additional shares can be issued under this tranche of the 2017 LTIP. See pages 47 through 51 for additional information.
|
(2) |
The “FFO less MI Expense per Share” performance shares represent 30% of the total award opportunity under the 2017 LTIP for named executive officers. The performance period for this tranche was from January 1, 2017 through December 31, 2017. The shares vest 50% annually on the first and second anniversary of the issue date subject to continued employment through each vest date. No additional shares can be earned under this tranche of the 2017 LTIP. See pages 47 through 51 for additional information.
|
(3) |
The “3-year total shareholder return” performance shares represent 50% of the total award opportunity under the 2017 LTIP for named executive officers. The performance period for this tranche is from January 1, 2017 through December 31, 2019. Any shares earned under this tranche will be issued on April 1, 2020 and will immediately vest at that time subject to continued employment through the issue date. See pages 47 through 51 for additional information.
|
Maximum
|
Earned to Date
|
Additional
Shares
|
||||||||||||||
Potential
Shares
|
Number of
Shares
|
Issue
Date
|
That Can
Be Earned
|
|||||||||||||
Mr. Bolton
|
||||||||||||||||
Time vested shares
(1)
|
0
|
0
|
N/A
|
0
|
||||||||||||
Performance-based shares
|
||||||||||||||||
Overhead expense synergy
(2)
|
10,297
|
0
|
10,297
|
|||||||||||||
New development
(3)
|
2,574
|
0
|
2,574
|
|||||||||||||
Incremental NOI improvement
(4)
|
2,574
|
0
|
2,574
|
|||||||||||||
Redevolpment
(5)
|
2,574
|
0
|
2,574
|
|||||||||||||
Cost of capital improvement
(6)
|
2,574
|
0
|
2,574
|
|||||||||||||
Mr. Campbell
|
||||||||||||||||
Time vested shares
(1)
|
0
|
0
|
N/A
|
0
|
||||||||||||
Performance-based shares
|
||||||||||||||||
Overhead expense synergy
(2)
|
4,290
|
0
|
4,290
|
|||||||||||||
New development
(3)
|
1,072
|
0
|
1,072
|
|||||||||||||
Incremental NOI improvement
(4)
|
1,072
|
0
|
1,072
|
|||||||||||||
Redevolpment
(5)
|
1,072
|
0
|
1,072
|
|||||||||||||
Cost of capital improvement
(6)
|
1,072
|
0
|
1,072
|
|||||||||||||
Mr. DelPriore
|
||||||||||||||||
Time vested shares
(1)
|
0
|
0
|
N/A
|
0
|
||||||||||||
Performance-based shares
|
||||||||||||||||
Overhead expense synergy
(2)
|
4,183
|
0
|
4,183
|
|||||||||||||
New development
(3)
|
1,045
|
0
|
1,045
|
|||||||||||||
Incremental NOI improvement
(4)
|
1,045
|
0
|
1,045
|
|||||||||||||
Redevolpment
(5)
|
1,045
|
0
|
1,045
|
|||||||||||||
Cost of capital improvement
(6)
|
1,045
|
0
|
1,045
|
|||||||||||||
Mr. Grimes
|
||||||||||||||||
Time vested shares
(1)
|
0
|
0
|
N/A
|
0
|
||||||||||||
Performance-based shares
|
||||||||||||||||
Overhead expense synergy
(2)
|
3,298
|
0
|
3,298
|
|||||||||||||
New development
(3)
|
824
|
0
|
824
|
|||||||||||||
Incremental NOI improvement
(4)
|
824
|
0
|
824
|
|||||||||||||
Redevolpment
(5)
|
824
|
0
|
824
|
|||||||||||||
Cost of capital improvement
(6)
|
824
|
0
|
824
|
(1) |
The Merger Plan does not allow for the issuance of any time vested shares.
|
(2) |
The “Overhead Expense Synergy” performance shares represent 50% of the total award opportunity under the Merger Plan. Any shares earned under this tranche will be issued on April 1, 2019 and will vest 50% annually on the first and second anniversary of the issue date subject to continued employment through each vest date. See page 51 for additional information.
|
(3) |
The “New Development” performance shares represent 12.5% of the total award opportunity under the Merger Plan. Any shares earned under this tranche will be issued on April 1, 2019 and will vest 50% annually on the first and second anniversary of the issue date subject to continued employment through each vest date. See page 51 for additional information.
|
(4) |
The “Incremental NOI Improvement” performance shares represent 12.5% of the total award opportunity under the Merger Plan. Any shares earned under this tranche will be issued on April 1, 2019 and will vest 50% annually on the first and second anniversary of the issue date subject to continued employment through each vest date. See page 51 for additional information.
|
(5) |
The “Redevelopment” performance shares represent 12.5% of the total award opportunity under the Merger Plan. Any shares earned under this tranche will be issued on April 1, 2019 and will vest 50% annually on the first and second anniversary of the issue date subject to continued employment through each vest date. See page 51 for additional information.
|
(6) |
The “Cost of Capital Improvement” performance shares represent 12.5% of the total award opportunity under the Merger Plan. Any shares earned under this tranche will be issued on April 1, 2019 and will vest 50% annually on the first and second anniversary of the issue date subject to continued employment through each vest date. See page 51 for additional information.
|
· |
our operating performance; and
|
· |
return to shareholders over time relative to other multifamily REITs and other peer companies.
|
· |
Net Income Available for MAA Common Shareholders for 2017 was $2.86 per diluted common share, which was a 6.3% increase from $2.69 per diluted common share for 2016. Results for 2017 included $1.12 per diluted common share of gains related to the sale of real estate assets; $0.18 per diluted common share of merger and integration costs related to the merger with Post; and $0.08 per diluted common share of non-cash income related to an embedded derivative in the preferred shares issued in the merger with Post. Results for 2016 included $1.05 per diluted common share of gains related to the sale of real estate assets and $0.52 per diluted common share of merger and integration costs related to the merger with Post;
|
· |
FFO for 2017 was $5.94 per Share, which represented a 6.3% growth over $5.59 per diluted Share for 2016. Results for 2017 included $0.07 per Share of non-cash income related to an embedded derivative in the preferred shares issued in the merger with Post, and $0.17 per Share of merger and integration costs related to the merger with Post. Results for 2016 included $0.49 per share of merger and integration costs related to the merger with Post;
|
· |
Made significant progress in merging the platforms of MAA and Post following the completion of the merger on December 1, 2016;
|
· |
Acquired two multifamily apartment communities for a total combined capital investment of $134 million;
|
· |
Sold five multifamily apartment communities for total combined gross proceeds of $186 million and a combined total gain on sale of approximately $127 million, achieving a combined leveraged IRR of 14.5%;
|
· |
Invested approximately $173 million in new development during 2017 and had three development projects underway containing 937 units, with a total projected cost of approximately $214 million, of which, approximately $46 million remained to be spent, as of December 31, 2017;
|
· |
As of December 31, 2017, MAA had five apartment communities, consisting of a total of 1,538 units, in various stages of lease-up with an overall average physical occupancy of 62.5%;
|
· |
Completed the redevelopment of 8,375 apartment units for a total investment of approximately $46 million, achieving average rental rate increases of 8.8% above non-renovated units;
|
· |
Ended the year with total debt to total assets (as defined in the covenants for the bonds issued by MAA’s primary operating partnership, Mid-America Apartments, L.P.) of 33.2%, compared to 33.9% as of December 31, 2016;
|
· |
As of December 31, 2017, total debt outstanding was $4.5 billion at an average effective interest rate of 3.6%, and 83% was fixed or hedged against rising interest rates for an average of 4.7 years.
|
Quarterly Dividend Rate per Common Share
|
Annualized Total Shareholder Return
|
Total Return Performance
|
2017 |
Achieved
FFO of $699.6 million, or $5.94 per Share, a 6.3% increase over the prior year
|
2016 |
Consummated the merger with Post moving MAA to total market capitalization of approximately $15 billion as of December 1, 2016, the closing date of the merger
|
2015 |
Acquired multifamily properties and development land totaling approximately $321 million and invested an additional $56 million in development, completing two multifamily projects
|
· |
to align the financial interests of the executive officers with those of our shareholders, both in the short and long term;
|
· |
to provide incentives for achieving and exceeding annual and long-term performance goals;
|
· |
to attract, retain and motivate highly competent executives by providing total compensation that is competitive with compensation at other well-managed REITs and real estate companies;
|
· |
to reward superior corporate and individual performance achieved through ethical leadership; and
|
· |
to appropriately reward executive officers for creating long-term shareholder value and returns.
|
· |
Pay for performance (see pages 35 through 39)
|
· |
Mitigate undue risk in compensation programs (see pages 53 through 54)
|
· |
Include vesting periods on performance share awards (see pages 48 through 49)
|
· |
Adopted share ownership guidelines (see page 57)
|
· |
Adopted holding period requirements for equity compensation (see page 58)
|
· |
Prohibit hedging transactions, pledging and short sales by executive officers or directors (see page 58)
|
· |
Utilize an independent compensation consulting firm which provides no other services for us (see pages 56 through 57)
|
· |
Provide reasonable post-employment/change in control provisions (see pages 79 through 81)
|
· |
Adopted a clawback policy (see page 58)
|
· |
No dividends or dividend equivalents on unearned performance shares
|
· |
No repricing underwater stock options
|
· |
No exchanges of underwater stock options for cash
|
· |
No multi-year guaranteed bonuses
|
· |
No inclusion of the value of equity awards in severance calculations
|
· |
No evergreen provisions in equity plans
|
· |
No tax “gross ups” for excess parachute payments
|
· |
No “single trigger” employment or change in control agreements
|
2017 Total Compensation Opportunity
|
Mr. Bolton
|
Mr. Campbell
|
Mr. DelPriore
|
Mr. Grimes
|
|||||||||||||
Base Salary
(1)
|
$
|
704,000
|
$
|
440,000
|
$
|
429,000
|
$
|
451,000
|
||||||||
Annual Incentive Program
(2)
|
||||||||||||||||
Potential Percent of Base Salary
|
0% - 250
|
%
|
0% - 150
|
%
|
0% - 150
|
%
|
0% - 200
|
%
|
||||||||
Target Percent of Base Salary
|
167.500
|
%
|
112.875
|
%
|
112.875
|
%
|
178.220
|
%
|
||||||||
Dollar Target
(3)
|
$
|
1,179,200
|
$
|
496,650
|
$
|
484,234
|
$
|
803,772
|
||||||||
2017 LTIP
|
||||||||||||||||
Potential Percent of Base Salary
|
0% - 450
|
%
|
0% - 350
|
%
|
0% - 300
|
%
|
0% - 350
|
%
|
||||||||
Target Percent of Base Salary
|
324
|
%
|
252
|
%
|
216
|
%
|
252
|
%
|
||||||||
Dollar Target
(4)
|
$
|
2,280,960
|
$
|
1,108,800
|
$
|
926,640
|
$
|
1,136,520
|
||||||||
Total Target Compensation
|
$
|
4,164,160
|
$
|
2,045,450
|
$
|
1,839,874
|
$
|
2,391,292
|
(1) |
Values reflect the base salaries awarded by the Compensation Committee for 2017.
|
(2) |
Does not reflect the 25% increase of award if participant elects to receive the award as shares of restricted stock.
|
(3) |
Represents the target potential bonus payment under the Annual Incentive Program. More information on the Annual Incentive Program can be found in the narrative that follows.
|
(4) |
Represents the target award under the 2017 LTIP. More information on the 2017 LTIP can be found in the narrative that follows.
|
· |
breadth, scope and complexity of the role;
|
· |
fairness (employees with similar responsibilities, experience and historical performance are rewarded comparably) and affordability;
|
· |
current compensation; and
|
· |
individual and corporate performance.
|
ANNUAL MERIT INCREASES
|
All employees’ base salaries are reviewed annually for possible merit increases, but merit increases are not automatic nor guaranteed. Any adjustments take into account the individual’s performance, responsibilities and experience, as well as fairness and external market practices.
|
PROMOTIONS OR CHANGES IN ROLE
|
Base salary may be increased to recognize additional responsibilities resulting from a change in an employee’s role or a promotion to a new position. Increases are not guaranteed for a promotion nor change in role.
|
Base Salary
|
Percent
|
|||||||||||
2017
|
2016
|
Increase
|
||||||||||
Mr. Bolton
|
$
|
704,000
|
$
|
640,000
|
10.0
|
%
|
||||||
Mr. Campbell
|
$
|
440,000
|
$
|
400,000
|
10.0
|
%
|
||||||
Mr. DelPriore
|
$
|
429,000
|
$
|
390,000
|
10.0
|
%
|
||||||
Mr. Grimes
|
$
|
451,000
|
$
|
410,000
|
10.0
|
%
|
Base Salary
|
Percentage
of 2017
Base Salary
(1)
|
Maximum Payment
Based on 2017
Performance
(1)
|
||||||||||
Mr. Bolton
|
$
|
704,000
|
250
|
%
|
$
|
1,760,000
|
||||||
Mr. Campbell
|
$
|
440,000
|
150
|
%
|
$
|
660,000
|
||||||
Mr. DelPriore
|
$
|
429,000
|
150
|
%
|
$
|
643,500
|
||||||
Mr. Grimes
|
$
|
451,000
|
200
|
%
|
$
|
902,000
|
(1) |
Does not include the impact of the option for participants to elect to have all or a part of their award issued as shares of restricted stock. Any portion elected to be issued as shares of restricted stock would be awarded at 125% of the award earned.
|
Percent of Award
|
||||||||||||
FFO less MI
per Share
|
Individual
Goals
|
Total
|
||||||||||
Mr. Bolton
|
100
|
%
|
N/A
|
100
|
%
|
|||||||
Mr. Campbell
|
75
|
%
|
25
|
%
|
100
|
%
|
||||||
Mr. DelPriore
|
75
|
%
|
25
|
%
|
100
|
%
|
||||||
Mr. Grimes
|
33
|
%
|
67
|
%
|
100
|
%
|
Performance
|
FFO less MI
per Share
|
Percent of
Bonus Opportunity
|
||||||
High
|
$
|
6.07
|
100
|
%
|
||||
Target
|
$
|
5.97
|
67
|
%
|
||||
Threshold
|
$
|
5.87
|
25
|
%
|
Base Salary
|
Maximum
Percentage
of Base Salary
|
Percent of
Maximum Bonus
Opportunity Earned
|
Annual
Incentive
Payment
|
|||||||||||||
Mr. Bolton
|
$
|
704,000
|
250
|
%
|
87
|
%
|
$
|
1,536,480
|
||||||||
Mr. Campbell
|
$
|
440,000
|
150
|
%
|
88
|
%
|
$
|
580,635
|
||||||||
Mr. DelPriore
|
$
|
429,000
|
150
|
%
|
89
|
%
|
$
|
574,163
|
||||||||
Mr. Grimes
|
$
|
451,000
|
200
|
%
|
71
|
%
|
$
|
640,591
|
Relative TSR
(50% of
opportunity)
|
FFO less MI
per Share
(30% of
opportunity)
|
Time
Vested
(20% of
opportunity)
|
Total
Potential
Percent
of Salary
|
|||||||||||||
Mr. Bolton
|
225%
|
|
135%
|
|
90%
|
|
450%
|
|
||||||||
Mr. Campbell
|
175%
|
|
105%
|
|
70%
|
|
350%
|
|
||||||||
Mr. DelPriore
|
150%
|
|
90%
|
|
60%
|
|
300%
|
|
||||||||
Mr. Grimes
|
175%
|
|
105%
|
|
70%
|
|
350%
|
|
· |
skills, experience and time in role;
|
· |
individual performance and potential; and
|
· |
company performance in the prior year.
|
Time Vested Restricted Stock
|
Performance Shares |
|
Performance
Level
|
MAA TSR in excess of
SNL US REIT Multifamily Index
|
Percent of
Relative TSR
Opportunity Earned
|
||||
High
|
≥ 400 basis points
|
100%
|
||||
Target
|
0 basis points
|
65%
|
|
|||
Threshold
|
-300 basis points
|
25%
|
|
|||
< -300 basis points
|
0%
|
Performance
Level
|
FFO less MI
per Share
|
Percent of FFO
less MI per Share
Opportunity Earned
|
||||||
High
|
$
|
6.07
|
100%
|
|||||
Target
|
$
|
5.97
|
65%
|
|
||||
Threshold
|
$
|
5.87
|
25%
|
|
||||
|
< $5.87
|
0%
|
|
Shares of
Restricted
Stock
|
||||
Mr. Bolton
|
9,757
|
|||
Mr. Campbell
|
4,743
|
|||
Mr. DelPriore
|
3,964
|
|||
Mr. Grimes
|
4,861
|
· |
restricted shares that vest over time encourage named executive officers to focus on the long term when making decisions to enhance shareholder value;
|
· |
declines in stock price following the grant of time vested restricted stock have a negative impact on named executive officer pay; and
|
· |
feedback from named executive officers has indicated that time vested restricted stock is highly valued and is an important retention tool.
|
Shares of
Restricted
Stock
|
||||
Mr. Bolton
|
6,505
|
|||
Mr. Campbell
|
3,162
|
|||
Mr. DelPriore
|
2,642
|
|||
Mr. Grimes
|
3,241
|
Overhead
Spend
Synergy
(50% of
opportunity)
|
New
Development
Pipeline
(12.5% of
opportunity)
|
Incremental
Same Store NOI
Improvement
(12.5% of
opportunity)
|
Incremental
Redevelopment
NOI
(12.5% of
opportunity)
|
Lowered
Cost
of Capital
(12.5% of
opportunity)
|
Total
Potential
Percent
of Salary
|
|||||||||||||||||||
Mr. Bolton
|
150
|
%
|
37.50
|
%
|
37.50
|
%
|
37.50
|
%
|
37.50
|
%
|
300
|
%
|
||||||||||||
Mr. Campbell
|
100
|
%
|
25.00
|
%
|
25.00
|
%
|
25.00
|
%
|
25.00
|
%
|
200
|
%
|
||||||||||||
Mr. DelPriore
|
100
|
%
|
25.00
|
%
|
25.00
|
%
|
25.00
|
%
|
25.00
|
%
|
200
|
%
|
||||||||||||
Mr. Grimes
|
75
|
%
|
18.75
|
%
|
18.75
|
%
|
18.75
|
%
|
18.75
|
%
|
150
|
%
|
· |
Base salary does not encourage risk-taking as it is a fixed amount and but one component of a balanced, multi-component approach to compensation and rewards.
|
· |
The annual incentive program for executive officers is designed to reward achievement of short-term performance metrics. Through a combination of plan design and management procedures, undue risk-taking is mitigated. Specifically, the plan has a cap on the award for any individual and constitutes only a portion of the total direct compensation for our executive officers. The plan is also structured to be self-funding in that portions of the incentive that are based on performance measurements must be obtained after the expense of the incentive is considered.
|
· |
Annual and quarterly incentive plans for employees other than executive officers are also designed to reward achievement of short-term performance metrics. Through a combination of plan design and management procedures, undue risk-taking is mitigated. Specifically, the plans are capped on the award for any individual and constitute only a portion of the total direct compensation for our employees.
|
· |
Our long-term incentive plans are materially based on total shareholder return and certain other performance metrics. The plans have caps on the award for any individual and constitute only a portion of the total direct compensation for our executive officers and the other participants.
|
· |
our analyses of competitive compensation practices;
|
· |
the Compensation Committee’s evaluation of the executive officers;
|
· |
individual performance and contributions to performance goals, which could include, but are not limited to FFO per Share, and total shareholder return;
|
· |
company performance, including comparisons to market and peer benchmarks;
|
· |
operational management, such as project milestones and process improvements;
|
· |
internal working and reporting relationships and our desire to encourage collaboration and teamwork among our executive officers;
|
· |
individual expertise, skills and knowledge;
|
· |
leadership, including developing and motivating employees, collaborating within the company, attracting and retaining employees and personal development;
|
· |
labor market conditions, the need to retain and motivate, the potential to assume increased responsibilities and the perceived long-term value to the company; and
|
· |
information and advice from an independent, third-party compensation consultant engaged by the Compensation Committee.
|
· |
as an input in developing base salary ranges, annual incentive targets and long-term incentive award ranges;
|
· |
to benchmark the mix of cash and equity awarded to named executive officers;
|
· |
to assess the competitiveness of total direct compensation awarded to senior executives;
|
· |
to validate whether executive compensation programs are aligned with our performance and total shareholder return; and
|
· |
as an input in designing compensation plans, benefits and perquisite programs.
|
· |
the policies and procedures the consultant has in place to prevent conflicts of interest;
|
· |
any business or personal relationships between the consultant and the members of the Compensation Committee;
|
· |
any ownership of our common stock by the individuals at Semler Brossy performing consulting services for the Compensation Committee; and
|
· |
any business or personal relationship of Semler Brossy with any of our executive officers.
|
COMPENSATION COMMITTEE:
|
|
Philip W. Norwood (Chair)
|
|
Toni Jennings
|
|
James K. Lowder
|
|
Monica McGurk
|
|
Claude B. Nielsen
|
MATTER TO BE VOTED
To approve the Second Amended and Restated Mid-America Apartment Communities, Inc.
2013 Stock Incentive Plan.
|
Shareholders are being asked to approve the Second
Amended and Restated Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan to, among other things, increase
the number of shares available for issuance under the plan to 2,000,000.
Absent an increase in the number of authorized shares under the plan, we do not expect to have sufficient shares to meet our anticipated equity compensation needs beyond 2018. We believe increasing the number of
shares issuable under the plan is necessary in order to allow MAA to continue to utilize equity awards to attract and retain key individuals essential to our long-term growth and financial success and to further align management interests with those of our shareholders.
|
|
VOTE REQUIRED
|
For the proposal to be approved,
the votes cast “For” the proposal must exceed the votes cast “Against” the proposal.
|
|
Impact of
Abstentions and
Broker Non-Votes
|
Abstentions will have the legal effect of votes against the proposal. Broker non-votes will not have any legal effect on whether this proposal is approved.
|
|
BOARD
RECOMMENDATION
|
FOR
|
Our Board recommends a vote “
FOR
” approval of the Second Amended and Restated Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan.
|
1. |
Increase the number of shares available for issuance to 2,000,000;
|
2. |
Prohibit certain share recycling practices (the Amended Plan does not allow any shares which are tendered or held back upon exercise of a stock option or settlement of an award to cover the exercise price or tax withholding, or repurchased by us on the open market, to be added back to the shares of stock available to be issued);
|
3. |
Amend the annual limit on independent director compensation such that (i) the aggregate grant date fair value of all equity awards granted to an independent director during any single calendar year may not exceed $400,000 and (ii) the aggregate cash compensation paid to an independent director may not exceed $250,000; and
|
4. |
Amend the maximum performance-based award payable to any one Covered Employee for a Performance Cycle commencing after the effective date of the Amended Plan to 150,000 shares, or $5,000,000 in the case of a performance-based award that is a cash-based award.
|
· |
MAA’s historical burn rate;
|
· |
the number of shares remaining available under the Current Plan for future awards (194,916 or 0.17% of outstanding shares of common stock as of December 31, 2017);
|
· |
the number of shares issuable upon the exercise of outstanding stock options (108,438 or 0.10% of outstanding shares of common stock as of December 31, 2017);
|
· |
the number of outstanding unvested restricted shares (180,692 or 0.16% of outstanding shares of common stock as of December 31, 2017);
|
· |
dilution resulting from the proposed increase in authorized shares;
|
· |
the shareholder value transfer resulting from the proposed increase; and
|
· |
the conformance of the Amended Plan to good governance practices:
|
o |
fixed term of 10 years from the date of shareholder approval;
|
o |
no annual “evergreen” provision (the Amended Plan limits the number of shares to 2,000,000 and does not provide annual or automatic increases to the number of shares authorized to be issued);
|
o |
prohibits the ability to pay dividends or dividend equivalents on performance-based awards until the performance-based conditions have been met;
|
o |
prohibits dividends or dividend equivalents on stock options and stock appreciation rights;
|
o |
prohibits repricing of awards without shareholder approval;
|
o |
restricts transfers of restricted stock awards, restricted stock units, unrestricted stock awards; and performance share awards during a participant’s lifetime;
|
o |
prohibits liberal recycling of shares;
|
o |
is administered by our Compensation Committee, which is solely comprised of independent, non-employee directors; and
|
o |
requires shareholder approval for any material amendment (other than an amendment that curtails the scope of the plan).
|
(a)
|
(b)
|
(c)
|
||||||||||
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column
(a))
|
||||||||||
Equity compensation plans approved by security holders
(1)
|
108,438
|
$
|
72.93
|
194,916
|
||||||||
Equity compensation plans not approved by security holders
|
0
|
0
|
0
|
|||||||||
Total
|
108,438
|
$
|
72.93
|
194,916
|
(1) |
For information concerning our equity compensation plans, see the discussion in Note 5 Stock based Compensation to MAA’s audited financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
|
Restricted Stock
|
||||||||
Name and Position
|
Dollar Value
($)(1)
|
Number
(#)
|
|
|||||
H. Eric Bolton, Jr., CEO
|
$
|
2,043,203
|
23,808
|
|||||
Albert M. Campbell III, EVP, CFO
|
$
|
907,203
|
10,571
|
|||||
Robert J. DelPriore, EVP, General Counsel
|
$
|
756,503
|
8,815
|
|||||
Thomas L. Grimes, Jr., EVP, COO
|
$
|
930,975
|
10,848
|
|||||
All current executive officers, as a group
|
$
|
5,360,918
|
62,467
|
|||||
All current directors who are not executive officers, as a group
|
$
|
1,130,936
|
13,178
|
|||||
All current employees who are not executive officers, as a group
|
$
|
3,128,826
|
36,458
|
(1) |
Calculations are based on the closing price of MAA common stock of $85.85 on February 28, 2018.
|
Name and
|
Salary
|
Bonus
|
Stock
Awards
|
Non-Equity
Incentive
|
All Other
Compensation
|
|||||||||||||||||||||
Principal
|
($)
|
($)
|
($)
|
($)
|
($)
|
Total
|
||||||||||||||||||||
Position
|
Year
|
(1)
|
|
(2) |
|
(3) |
|
(4) |
|
(5) |
|
($)
|
||||||||||||||
H. Eric Bolton, Jr.
|
2017
|
$
|
704,000
|
$
|
500
|
$
|
4,196,966
|
$
|
1,536,480
|
$
|
88,584
|
$
|
6,526,530
|
|||||||||||||
CEO
|
2016
|
$
|
640,000
|
$
|
500
|
$
|
1,982,080
|
$
|
1,600,000
|
$
|
53,733
|
$
|
4,276,313
|
|||||||||||||
2015
|
$
|
635,077
|
$
|
500
|
$
|
1,733,391
|
$
|
1,530,000
|
$
|
18,346
|
$
|
3,917,314
|
||||||||||||||
Albert M. Campbell, III
|
2017
|
$
|
440,000
|
$
|
500
|
$
|
1,893,496
|
$
|
580,635
|
$
|
44,765
|
$
|
2,959,396
|
|||||||||||||
EVP and CFO
|
2016
|
$
|
400,000
|
$
|
500
|
$
|
929,120
|
$
|
600,000
|
$
|
42,318
|
$
|
1,971,938
|
|||||||||||||
2015
|
$
|
370,462
|
$
|
500
|
$
|
721,916
|
$
|
535,500
|
$
|
25,764
|
$
|
1,654,142
|
||||||||||||||
Robert J. DelPriore
|
2017
|
$
|
429,000
|
$
|
500
|
$
|
1,705,018
|
$
|
574,163
|
$
|
42,700
|
$
|
2,751,381
|
|||||||||||||
EVP and
|
2016
|
$
|
390,000
|
$
|
250
|
$
|
754,884
|
$
|
585,000
|
$
|
39,114
|
$
|
1,769,248
|
|||||||||||||
General Counsel
|
2015
|
$
|
351,538
|
$
|
250
|
$
|
524,435
|
$
|
503,625
|
$
|
23,402
|
$
|
1,403,250
|
|||||||||||||
Thomas L. Grimes, Jr.
|
2017
|
$
|
451,000
|
$
|
500
|
$
|
1,715,333
|
$
|
640,591
|
$
|
53,815
|
$
|
2,861,239
|
|||||||||||||
EVP and COO
|
2016
|
$
|
410,000
|
$
|
500
|
$
|
952,348
|
$
|
820,000
|
$
|
41,993
|
$
|
2,224,841
|
|||||||||||||
2015
|
$
|
381,046
|
$
|
500
|
$
|
739,398
|
$
|
537,030
|
$
|
25,893
|
$
|
1,683,867
|
(1)
|
Represents salary actually paid during the calendar year indicated. This value may vary slightly from the base salary awarded by the Compensation Committee depending upon when our Compensation Committee awards current year salaries and because our payroll is paid every two weeks and may carryover a calendar year end or have an extra pay period in a given year.
|
(2) |
Includes an annual holiday bonus paid to all employees based on length of service.
|
(3) |
Represents the grant date fair value based upon probable outcome in accordance with FASB ASC Topic 718 in the year of the grant. For a complete description of the assumptions made in determining the FASB ASC Topic 718 valuation, please refer to Stock Based Compensation in our audited financial statements in our Annual Report on Form 10-K for the indicated fiscal year. Additional details for each grant can be found in the below schedule. For purposes of the below schedule, shares issued in 2018 are classified as Shares Earned as of December 31, 2017 as long as the performance period for the resultant share issuance was completed by December 31, 2017.
|
Maximum Opportunity
|
Shares
Earned
|
Maximum
Future
|
||||||||||||||
Year, Plan and Name |
Value to
Participant
|
Number of
Shares
|
as of
12/31/2017
|
Share
Opportunity
|
||||||||||||
2017
|
||||||||||||||||
2017 LTIP
|
||||||||||||||||
Mr. Bolton
|
$
|
3,168,000
|
32,524
|
16,262
|
16,262
|
|||||||||||
Mr. Campbell
|
$
|
1,540,000
|
15,810
|
7,905
|
7,905
|
|||||||||||
Mr. DelPriore
|
$
|
1,287,000
|
13,212
|
6,606
|
6,606
|
|||||||||||
Mr. Grimes
|
$
|
1,578,500
|
16,205
|
8,102
|
8,103
|
|||||||||||
Merger Plan
|
||||||||||||||||
Mr. Bolton
|
$
|
2,112,000
|
20,593
|
0
|
20,593
|
|||||||||||
Mr. Campbell
|
$
|
880,000
|
8,578
|
0
|
8,578
|
|||||||||||
Mr. DelPriore
|
$
|
858,000
|
8,363
|
0
|
8,363
|
|||||||||||
Mr. Grimes
|
$
|
676,500
|
6,594
|
0
|
6,594
|
|||||||||||
2016
|
||||||||||||||||
2016 LTIP
|
||||||||||||||||
Mr. Bolton
|
$
|
2,560,000
|
28,634
|
14,182
|
14,182
|
|||||||||||
Mr. Campbell
|
$
|
1,200,000
|
13,296
|
6,648
|
6,648
|
|||||||||||
Mr. DelPriore
|
$
|
975,000
|
10,804
|
5,402
|
5,402
|
|||||||||||
Mr. Grimes
|
$
|
1,230,000
|
13,629
|
6,815
|
6,814
|
|||||||||||
2015
|
||||||||||||||||
2015 LTIP
|
||||||||||||||||
Mr. Bolton
|
$
|
1,836,000
|
23,437
|
23,437
|
0
|
|||||||||||
Mr. Campbell
|
$
|
714,000
|
9,116
|
9,116
|
0
|
|||||||||||
Mr. DelPriore
|
$
|
680,000
|
8,683
|
8,683
|
0
|
|||||||||||
Mr. Grimes
|
$
|
734,400
|
9,376
|
9,376
|
0
|
|||||||||||
One-time 280G
|
||||||||||||||||
Mr. Bolton
|
$
|
160,025
|
2,044
|
2,044
|
0
|
|||||||||||
Mr. Campbell
|
$
|
110,076
|
1,406
|
1,406
|
0
|
|||||||||||
Mr. DelPriore
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||||
Mr. Grimes
|
$
|
110,076
|
1,406
|
1,406
|
0
|
(4) |
Represents cash bonuses paid under the Annual Incentive Programs for executive officers.
|
(5) |
Represents the following matching company contributions to the Deferred Comp Plan and 401(K) Plan owed for calendar year 2017, regardless of the timing of credit to the executive’s benefit account:
|
Def Comp Plan
|
401(K) Plan
|
Total
|
||||||||||
2017
|
||||||||||||
Mr. Bolton
|
$
|
77,784
|
$
|
10,800
|
$
|
88,584
|
||||||
Mr. Campbell
|
$
|
33,965
|
$
|
10,800
|
$
|
44,765
|
||||||
Mr. DelPriore
|
$
|
31,900
|
$
|
10,800
|
$
|
42,700
|
||||||
Mr. Grimes
|
$
|
43,015
|
$
|
10,800
|
$
|
53,815
|
||||||
2016
|
||||||||||||
Mr. Bolton
|
$
|
43,133
|
$
|
10,600
|
$
|
53,733
|
||||||
Mr. Campbell
|
$
|
31,718
|
$
|
10,600
|
$
|
42,318
|
||||||
Mr. DelPriore
|
$
|
28,514
|
$
|
10,600
|
$
|
39,114
|
||||||
Mr. Grimes
|
$
|
31,393
|
$
|
10,600
|
$
|
41,993
|
||||||
2015
|
||||||||||||
Mr. Bolton
|
$
|
18,346
|
$
|
-
|
$
|
18,346
|
||||||
Mr. Campbell
|
$
|
25,764
|
$
|
-
|
$
|
25,764
|
||||||
Mr. DelPriore
|
$
|
23,402
|
$
|
-
|
$
|
23,402
|
||||||
Mr. Grimes
|
$
|
25,893
|
$
|
-
|
$
|
25,893
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (1)
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards (2)
|
Grant Date
Fair Value of
Stock Awards
|
||||||||||||||||||||||||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
(3)
($)
|
|||||||||||||||||||
Mr. Bolton
|
12/8/2016
|
$
|
440,000
|
$
|
1,179,200
|
$
|
1,760,000
|
|||||||||||||||||||||||
CEO
|
1/9/2017
|
13,009
|
23,417
|
32,524
|
$
|
2,084,966
|
||||||||||||||||||||||||
4/4/2017
|
10,939
|
15,829
|
20,593
|
$
|
2,112,000
|
|||||||||||||||||||||||||
Mr. Campbell
|
12/8/2016
|
$
|
288,750
|
$
|
496,650
|
$
|
660,000
|
|||||||||||||||||||||||
EVP, CFO
|
1/9/2017
|
6,323
|
11,383
|
15,810
|
$
|
1,013,496
|
||||||||||||||||||||||||
4/4/2017
|
4,557
|
6,594
|
8,578
|
$
|
880,000
|
|||||||||||||||||||||||||
Mr. DelPriore
|
12/8/2016
|
$
|
281,531
|
$
|
484,234
|
$
|
643,500
|
|||||||||||||||||||||||
EVP, General
|
1/9/2017
|
5,284
|
9,512
|
13,212
|
$
|
847,018
|
||||||||||||||||||||||||
Counsel
|
4/4/2017
|
4,441
|
6,430
|
8,363
|
$
|
858,000
|
||||||||||||||||||||||||
Mr. Grimes
|
12/8/2016
|
$
|
678,755
|
$
|
803,772
|
$
|
902,000
|
|||||||||||||||||||||||
EVP, COO
|
1/9/2017
|
6,481
|
11,668
|
16,205
|
$
|
1,038,833
|
||||||||||||||||||||||||
4/4/2017
|
3,503
|
5,069
|
6,594
|
$
|
676,500
|
(1) |
On December 8, 2016, the Compensation Committee, and in regards to Mr. Bolton’s participation, the Board, approved the 2017 AIP for executive officers. The actual awards earned under the 2017 AIP by Messrs. Bolton, Campbell, DelPriore and Grimes were $1,536,480, $580,635, $574,163 and $640,591, respectively.
|
(2) |
The Compensation Committee, and in regards to Mr. Bolton’s participation, the Board, approved the 2017 LTIP with a grant date of January 9, 2017. Actual shares earned under the 2017 LTIP as of December 31, 2017 were 16,262, 7,905, 6,606, and 8,102 by Messrs. Bolton, Campbell, DelPriore and Grimes, respectively. Actual shares earned include shares issued in 2018 for which the performance period was complete by December 31, 2017. The Compensation Committee, and in regards to Mr. Bolton’s participation, the Board, approved the Merger Plan with a grant date of April 4, 2017. No shares have been earned under the Merger Plan as of December 31, 2017.
|
(3) |
These amounts are also reflected in the Summary Compensation Table under “Stock Awards”.
|
Stock Awards
|
||||||||
Number of Shares or Units of
Stock That Have Not Vested
|
Market Value of Shares or Units
of Stock That Have Not Vested
|
|||||||
Name
|
(#)
|
|
($)
|
|||||
Mr. Bolton
|
3,088 (1
|
)
|
$
|
310,529
|
||||
CEO
|
14,008 (2
|
)
|
$
|
1,408,644
|
||||
3,517 (3
|
)
|
$
|
353,670
|
|||||
15,938 (4
|
)
|
$
|
1,602,725
|
|||||
2,044 (5
|
)
|
$
|
205,545
|
|||||
13,048 (6
|
)
|
$
|
1,312,107
|
|||||
|
16,262 (7
|
)
|
$
|
1,635,307
|
||||
Mr. Campbell
|
1,272 (1
|
)
|
$
|
127,912
|
||||
EVP, CFO
|
4,904 (2
|
)
|
$
|
493,146
|
||||
1,368 (3
|
)
|
$
|
137,566
|
|||||
6,199 (4
|
)
|
$
|
623,371
|
|||||
1,406 (5
|
)
|
$
|
141,387
|
|||||
6,117 (6
|
)
|
$
|
615,126
|
|||||
|
7,905 (7
|
)
|
$
|
794,927
|
||||
Mr. DelPriore
|
2,805 (2
|
)
|
$
|
282,071
|
||||
EVP, General Counsel
|
1,172 (3
|
)
|
$
|
117,856
|
||||
5,905 (4
|
)
|
$
|
593,807
|
|||||
4,970 (6
|
)
|
$
|
499,783
|
|||||
|
6,606 (7
|
)
|
$
|
664,299
|
||||
Mr. Grimes
|
1,272 (1
|
)
|
$
|
127,912
|
||||
EVP, COO
|
3,363 (2
|
)
|
$
|
338,183
|
||||
1,406 (3
|
)
|
$
|
141,387
|
|||||
6,376 (4
|
)
|
$
|
641,171
|
|||||
1,406 (5
|
)
|
$
|
141,387
|
|||||
6,270 (6
|
)
|
$
|
630,511
|
|||||
|
8,102 (7
|
)
|
$
|
814,737
|
(1) |
On January 24, 2014, Messrs. Bolton, Campbell and Grimes were issued 12,353, 5,088 and 5,088 shares of restricted common stock, respectively, in conjunction with the 2013 Long Term Incentive Program, or 2013 LTIP. The shares vest equally on an annual basis beginning January 23, 2015 and ending January 24, 2018, contingent upon continued employment through each vest date. No additional shares can be earned under the 2013 LTIP.
|
(2) |
On January 13, 2014, Messrs. Bolton, Campbell, DelPriore and Grimes were issued 8,550, 2,993, 1,710 and 2,052 shares of restricted common stock, respectively, in conjunction with the Colonial Merger Integration Incentive Plan, or Colonial Merger Plan, which was granted in connection with our merger with Colonial Properties Trust, or Colonial. The shares vest equally on an annual basis beginning January 13, 2015 and ending on January 13, 2019, contingent upon continued employment through each vest date. On March 10, 2016, Messrs. Bolton, Campbell, DelPriore and Grimes were issued an additional 15,878, 5,558, 3,178 and 3,813 shares of restricted common stock in conjunction with the Colonial Merger Plan, respectively. The shares vest equally on an annual basis beginning March 10, 2017 and ending on March 10, 2019, contingent upon continued employment through each vest date. No additional shares can be earned under the Colonial Merger Plan.
|
(3) |
On January 13, 2014, Messrs. Bolton, Campbell, DelPriore and Grimes were issued 8,794, 3,420, 2,932 and 3,518 shares of restricted common stock, respectively, in conjunction with the 2014 Long Term Incentive Program, or 2014 LTIP. The shares vest equally on an annual basis beginning January 13, 2015 and ending on January 13, 2019, contingent upon continued employment through each vest date. No additional shares can be earned under the 2014 LTIP.
|
(4) |
On January 9, 2015, Messrs. Bolton, Campbell, DelPriore and Grimes were issued 7,031, 2,735, 2,605 and 2,813 shares of restricted common stock, respectively, in conjunction with the 2015 Long Term Incentive Plans, or 2015 LTIP. The shares vest equally on an annual basis beginning January 9, 2016 and ending on January 9, 2020, contingent upon continued employment through each vest date. On March 25, 2016, Messrs. Bolton, Campbell, DelPriore and Grimes were issued an additional 9,375, 3,646, 3,473 and 3,750 shares of restricted common stock in conjunction with the 2015 LTIP, respectively. The shares vest equally on an annual basis beginning March 25, 2017 and ending on March 25, 2018, contingent upon continued employment through each vest date. On March 26, 2018, Messrs. Bolton, Campbell, DelPriore and Grimes were issued an additional 7,031, 2,735, 2,605 and 2,813 shares of restricted common stock in conjunction with the 2015 LTIP, respectively. The shares immediately vested upon issuance. No additional shares can be earned under the 2015 LTIP.
|
(5) |
On March 24, 2015, Messrs. Bolton, Campbell and Grimes were issued 2,044, 1,406 and 1,406 shares of restricted common stock, respectively, in consideration for the removal of tax gross-up provisions for excess parachute payments and in Mr. Bolton’s case, to remove the modified, single-trigger termination right in his legacy employment agreement, which had been previously granted to the executive officers. The shares vest 100% on March 24, 2020, contingent upon continued employment through the vest date. No additional shares can be earned under this grant.
|
(6) |
On January 8, 2016, Messrs. Bolton, Campbell, DelPriore and Grimes were issued 5,673, 2,659, 2,161 and 2,726 shares of restricted common stock, respectively, in conjunction with the 2016 Long Term Incentive Plan, or 2016 LTIP. The shares vest equally on an annual basis beginning January 8, 2017 and ending on January 8, 2021, contingent upon continued employment through each vest date. On March 24, 2017, Messrs. Bolton, Campbell, DelPriore and Grimes were issued an additional 8,509, 3,989, 3,241 and 4,089 shares of restricted common stock in conjunction with the 2016 LTIP, respectively. The shares vest equally on an annual basis beginning March 24, 2018 and ending on March 24, 2019, contingent upon continued employment through each vest date. Messrs. Bolton, Campbell, DelPriore and Grimes are eligible for a maximum of additional awards under the 2016 LTIP totaling 14,182, 6,648, 5,402 and 6,814 shares of restricted common stock, respectively.
|
(7) |
On January 9, 2017, Messrs. Bolton, Campbell, DelPriore and Grimes were issued 6,505, 3,162, 2,642 and 3,241 shares of restricted common stock in conjunction with the 2017 LTIP, respectively. The shares vest equally on an annual basis beginning January 9, 2018 and ending on January 9, 2022, contingent upon continued employment through each vest date. On April 2, 2018, Messrs. Bolton, Campbell, DelPriore and Grimes were issued an additional 9,757, 4,743, 3,964 and 4,861 shares of restricted common stock in conjunction with the 2017 LTIP, respectively. The shares vest equally on an annual basis beginning April 2, 2019 and ending on April 2, 2020, contingent upon continued employment through each vest date. Messrs. Bolton, Campbell, DelPriore and Grimes are eligible for a maximum of additional awards under the 2017 LTIP totaling 16,262, 7,905, 6,606 and 8,103 shares of restricted common stock, respectively.
|
Stock Awards
|
||||||||
Name
|
Number of
Shares
Acquired
on Vesting
(#)
(1)
|
Value Realized
on Vesting
($)
(2)
|
||||||
Mr. Bolton
|
33,436
|
$
|
3,264,080
|
|||||
CEO
|
||||||||
Mr. Campbell
|
12,842
|
$
|
1,253,893
|
|||||
EVP, CFO
|
||||||||
Mr. DelPriore
|
8,764
|
$
|
858,300
|
|||||
EVP, General Counsel
|
||||||||
Mr. Grimes
|
12,299
|
$
|
1,201,743
|
|||||
EVP, COO
|
(1) |
The shares represented in this column vested from the following plans:
|
Name
|
Plan
|
ASC 718
Grant
Date
|
Stock
Issue
Date
|
Total
Shares
Granted
|
Shares
Vested
in 2017
|
Remaining
Unvested
Shares
|
Vesting Schedule
|
||||||||||||
Mr. Bolton
|
2012 Bonus
|
3/12/2013
|
3/12/2013
|
3,659
|
914
|
-
|
25% annually from 1/10/2014
|
||||||||||||
Mr. Campbell
|
2012 Bonus
|
3/12/2013
|
3/12/2013
|
1,125
|
281
|
-
|
25% annually from 1/10/2014
|
||||||||||||
Mr. Grimes
|
2012 Bonus
|
3/12/2013
|
3/12/2013
|
1,106
|
276
|
-
|
25% annually from 1/10/2014
|
||||||||||||
Mr. Bolton
|
2012 LTIP
|
1/3/2012
|
1/10/2013
|
4,726
|
1,181
|
-
|
25% annually from 1/10/2014
|
||||||||||||
Mr. Campbell
|
2012 LTIP
|
1/3/2012
|
1/10/2013
|
1,938
|
484
|
-
|
25% annually from 1/10/2014
|
||||||||||||
Mr. Grimes
|
2012 LTIP
|
1/3/2012
|
1/10/2013
|
1,906
|
476
|
-
|
25% annually from 1/10/2014
|
||||||||||||
Mr. Bolton
|
Colonial Merger Plan
|
1/13/2014
|
1/13/2014
|
8,550
|
1,710
|
3,420
|
20% annually from 1/13/2015
|
||||||||||||
Mr. Campbell
|
Colonial Merger Plan
|
1/13/2014
|
1/13/2014
|
2,993
|
599
|
1,196
|
20% annually from 1/13/2015
|
||||||||||||
Mr. DelPriore
|
Colonial Merger Plan
|
1/13/2014
|
1/13/2014
|
1,710
|
342
|
684
|
20% annually from 1/13/2015
|
||||||||||||
Mr. Grimes
|
Colonial Merger Plan
|
1/13/2014
|
1/13/2014
|
2,052
|
410
|
820
|
20% annually from 1/13/2015
|
||||||||||||
Mr. Bolton
|
Colonial Merger Plan
|
1/13/2014
|
3/10/2016
|
15,878
|
5,290
|
10,588
|
33% annually from 3/10/2017
|
||||||||||||
Mr. Campbell
|
Colonial Merger Plan
|
1/13/2014
|
3/10/2016
|
5,558
|
1,850
|
3,708
|
33% annually from 3/10/2017
|
||||||||||||
Mr. DelPriore
|
Colonial Merger Plan
|
1/13/2014
|
3/10/2016
|
3,178
|
1,057
|
2,121
|
33% annually from 3/10/2017
|
||||||||||||
Mr. Grimes
|
Colonial Merger Plan
|
1/13/2014
|
3/10/2016
|
3,813
|
1,270
|
2,543
|
33% annually from 3/10/2017
|
||||||||||||
Mr. Bolton
|
2013 LTIP
|
1/2/2013
|
1/24/2014
|
12,353
|
3,088
|
3,088
|
25% annually from 1/24/2015
|
||||||||||||
Mr. Campbell
|
2013 LTIP
|
1/2/2013
|
1/24/2014
|
5,088
|
1,272
|
1,272
|
25% annually from 1/24/2015
|
||||||||||||
Mr. Grimes
|
2013 LTIP
|
1/2/2013
|
1/24/2014
|
5,088
|
1,272
|
1,272
|
25% annually from 1/24/2015
|
||||||||||||
Mr. Bolton
|
2014 LTIP
|
1/13/2014
|
1/13/2014
|
8,794
|
1,759
|
3,517
|
20% annually from 1/13/2015
|
||||||||||||
Mr. Campbell
|
2014 LTIP
|
1/13/2014
|
1/13/2014
|
3,420
|
684
|
1,368
|
20% annually from 1/13/2015
|
||||||||||||
Mr. DelPriore
|
2014 LTIP
|
1/13/2014
|
1/13/2014
|
2,932
|
586
|
1,172
|
20% annually from 1/13/2015
|
||||||||||||
Mr. Grimes
|
2014 LTIP
|
1/13/2014
|
1/13/2014
|
3,518
|
704
|
1,406
|
20% annually from 1/13/2015
|
||||||||||||
Mr. Bolton
|
2014 LTIP
|
1/13/2014
|
3/10/2015
|
6,946
|
3,473
|
-
|
50% annually from 3/10/2016
|
||||||||||||
Mr. Campbell
|
2014 LTIP
|
1/13/2014
|
3/10/2015
|
2,702
|
1,351
|
-
|
50% annually from 3/10/2016
|
||||||||||||
Mr. DelPriore
|
2014 LTIP
|
1/13/2014
|
3/10/2015
|
2,316
|
1,158
|
-
|
50% annually from 3/10/2016
|
||||||||||||
Mr. Grimes
|
2014 LTIP
|
1/13/2014
|
3/10/2015
|
2,779
|
1,390
|
-
|
50% annually from 3/10/2016
|
||||||||||||
Mr. Bolton
|
2014 LTIP
|
1/13/2014
|
3/10/2017
|
8,794
|
8,794
|
-
|
100% upon issuance
|
||||||||||||
Mr. Campbell
|
2014 LTIP
|
1/13/2014
|
3/10/2017
|
3,420
|
3,420
|
-
|
100% upon issuance
|
||||||||||||
Mr. DelPriore
|
2014 LTIP
|
1/13/2014
|
3/10/2017
|
2,932
|
2,932
|
-
|
100% upon issuance
|
||||||||||||
Mr. Grimes
|
2014 LTIP
|
1/13/2014
|
3/10/2017
|
3,518
|
3,518
|
-
|
100% upon issuance
|
||||||||||||
Mr. Bolton
|
2015 LTIP
|
1/9/2015
|
1/9/2015
|
7,031
|
1,406
|
4,219
|
20% annually from 1/9/2016
|
||||||||||||
Mr. Campbell
|
2015 LTIP
|
1/9/2015
|
1/9/2015
|
2,735
|
547
|
1,641
|
20% annually from 1/9/2016
|
||||||||||||
Mr. DelPriore
|
2015 LTIP
|
1/9/2015
|
1/9/2015
|
2,605
|
521
|
1,563
|
20% annually from 1/9/2016
|
||||||||||||
Mr. Grimes
|
2015 LTIP
|
1/9/2015
|
1/9/2015
|
2,813
|
563
|
1,688
|
20% annually from 1/9/2016
|
||||||||||||
Mr. Bolton
|
2015 LTIP
|
1/9/2015
|
3/25/2016
|
9,375
|
4,687
|
4,688
|
50% annually from 3/25/2017
|
||||||||||||
Mr. Campbell
|
2015 LTIP
|
1/9/2015
|
3/25/2016
|
3,646
|
1,823
|
1,823
|
50% annually from 3/25/2017
|
||||||||||||
Mr. DelPriore
|
2015 LTIP
|
1/9/2015
|
3/25/2016
|
3,473
|
1,736
|
1,737
|
50% annually from 3/25/2017
|
||||||||||||
Mr. Grimes
|
2015 LTIP
|
1/9/2015
|
3/25/2016
|
3,750
|
1,875
|
1,875
|
50% annually from 3/25/2017
|
||||||||||||
Mr. Bolton
|
2016 LTIP
|
1/8/2016
|
1/8/2016
|
5,673
|
1,134
|
4,539
|
20% annually from 1/8/2017
|
||||||||||||
Mr. Campbell
|
2016 LTIP
|
1/8/2016
|
1/8/2016
|
2,659
|
531
|
2,128
|
20% annually from 1/8/2017
|
||||||||||||
Mr. DelPriore
|
2016 LTIP
|
1/8/2016
|
1/8/2016
|
2,161
|
432
|
1,729
|
20% annually from 1/8/2017
|
||||||||||||
Mr. Grimes
|
2016 LTIP
|
1/8/2016
|
1/8/2016
|
2,726
|
545
|
2,181
|
20% annually from 1/8/2017
|
(2) |
The value realized on vesting represents the number of shares vesting multiplied by the closing stock price on the day of vest.
|
Name of Fund
|
2017
Rate of
Return
|
|||
American Beacon Small Cap Value Advisor Fund
|
8.17
|
%
|
||
Deutsche Real Estate Securities A Fund
|
6.11
|
%
|
||
Equity Income Separate Account R5 Fund
|
20.72
|
%
|
||
Franklin Small Cap Growth Adv Fund
|
21.28
|
%
|
||
Hartford International Opportunities R4 Fund
|
24.24
|
%
|
||
International Equity Index Separate Account R5 Fund
|
24.55
|
%
|
||
LargeCap Growth I Separate Account R5 Fund
|
33.43
|
%
|
||
LargeCap S&P 500 Index Separate Account R5 Fund
|
21.29
|
%
|
||
MidCap S&P 400 Index Separate Account R5 Fund
|
15.74
|
%
|
||
Oppenheimer Developing Markets A Fund
|
34.77
|
%
|
||
Pioneer Bond A Fund
|
4.10
|
%
|
||
Principal LifeTime Hybrid Income CIT R6 Fund
|
7.15
|
%
|
||
Principal LifeTime Hybrid 2010 CIT R6 Fund
|
9.74
|
%
|
||
Principal LifeTime Hybrid 2015 CIT R6 Fund
|
11.34
|
%
|
||
Principal LifeTime Hybrid 2020 CIT R6 Fund
|
13.25
|
%
|
||
Principal LifeTime Hybrid 2025 CIT R6 Fund
|
14.88
|
%
|
||
Principal LifeTime Hybrid 2030 CIT R6 Fund
|
16.39
|
%
|
||
Principal LifeTime Hybrid 2035 CIT R6 Fund
|
17.65
|
%
|
||
Principal LifeTime Hybrid 2040 CIT R6 Fund
|
18.66
|
%
|
||
Principal LifeTime Hybrid 2045 CIT R6 Fund
|
19.49
|
%
|
||
Principal LifeTime Hybrid 2050 CIT R6 Fund
|
20.18
|
%
|
||
Principal LifeTime Hybrid 2055 CIT R6 Fund
|
20.49
|
%
|
||
Principal LifeTime Hybrid 2060 CIT R6 Fund
|
20.77
|
%
|
||
Prudential High-Yield A Fund
|
7.47
|
%
|
||
SmallCap S&P 600 Index Separate Account R5 Fund
|
12.86
|
%
|
||
Virtus Ceredex Mid-Cap Value Equity A Fund
|
11.23
|
%
|
||
Wells Fargo Discovery A Fund
|
29.04
|
%
|
Executive
Contributions in
Last FY (1)
|
Registrant
Contributions in
Last FY (2)
|
Aggregate
Earnings (Loss)
in Last FY (3)
|
Aggregate
Withdrawals/
Distributions
|
Aggregate
Balance
at Last
FYE
|
||||||||||||||||
Name
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||
Mr. Bolton
|
$
|
24,000
|
$
|
10,800
|
$
|
8,668
|
$
|
50
|
$
|
80,906
|
||||||||||
CEO
|
||||||||||||||||||||
Mr. Campbell
|
$
|
18,000
|
$
|
10,800
|
$
|
61,546
|
$
|
50
|
$
|
451,954
|
||||||||||
EVP, CFO
|
||||||||||||||||||||
Mr. DelPriore
|
$
|
18,000
|
$
|
10,600
|
$
|
11,542
|
$
|
50
|
$
|
71,676
|
||||||||||
EVP, General Counsel
|
||||||||||||||||||||
Mr. Grimes
|
$
|
18,000
|
$
|
10,800
|
$
|
65,343
|
$
|
50
|
$
|
468,406
|
||||||||||
EVP, COO
|
(1) |
Mr. Bolton’s contribution represents an annual catch up payment.
|
(2) |
Mr. DelPriore received a true-up registrant contribution from MAA of $200 which is not reflected in the above table as the contribution was not credited on the administrator’s records until 2018.
|
(3) |
The earnings reflected represent deemed investment earnings or losses from voluntary deferrals and our contributions, as applicable. The 401(K) Plan does not guarantee a return on deferred amounts.
|
Name of Fund
|
2017
Rate of
Return
|
|||
American Beacon Small Cap Value Advisor Fund - AASSX
|
8.17
|
%
|
||
Deutsche Real Estate Securities A Fund - RRRAX
|
6.11
|
%
|
||
Equity Income R5 Fund - PEIQX
|
20.72
|
%
|
||
Franklin Small Cap Growth Adv Fund - FSSAX
|
21.28
|
%
|
||
Hartford International Opportunities R4 Fund - IHOSX
|
24.24
|
%
|
||
International Equity Index R5 Fund - PIIQX
|
24.58
|
%
|
||
LargeCap Growth I R5 Fund - PPUPX
|
33.45
|
%
|
||
LargeCap S&P 500 Index R5 Fund - PLFPX
|
21.25
|
%
|
||
MidCap S&P 400 Index R5 Fund - PMFPX
|
15.71
|
%
|
||
Oppenheimer Developing Markets A Fund - ODMAX
|
34.77
|
%
|
||
Pioneer Bond A Fund - PIOBX
|
4.10
|
%
|
||
Principal LifeTime 2010 Inst Fund - PTTIX
|
11.24
|
%
|
||
Principal LifeTime 2015 Inst Fund - LTINX
|
13.19
|
%
|
||
Principal LifeTime 2020 Inst Fund - PLWIX
|
14.97
|
%
|
||
Principal LifeTime 2025 Inst Fund - LTSTX
|
16.76
|
%
|
||
Principal LifeTime 2030 Inst Fund - PMTIX
|
18.42
|
%
|
||
Principal LifeTime 2035 Inst Fund - LTIUX
|
19.70
|
%
|
||
Principal LifeTime 2040 Inst Fund - PTDIX
|
20.70
|
%
|
||
Principal LifeTime 2045 Inst Fund - LTRIX
|
21.39
|
%
|
||
Principal LifeTime 2050 Inst Fund - PPLIX
|
22.13
|
%
|
||
Principal LifeTime 2055 Inst Fund - LTFIX
|
22.53
|
%
|
||
Principal LifeTime 2060 Inst Fund - PLTZX
|
22.69
|
%
|
||
Principal LifeTime 2065 Inst Fund - PLJIX
|
0.00
|
%
|
||
Principal LifeTime Strategic Income Inst Fund - PLSIX
|
8.73
|
%
|
||
Prudential High-Yield A Fund - PBHAX
|
7.47
|
%
|
||
SmallCap S&P 600 Index R5 Fund - PSSPX
|
12.78
|
%
|
||
Vanguard Federal Money Market Investor Fund - VMFXX
|
0.81
|
%
|
||
Virtus Ceredex Mid-Cap Value Equity A Fund - SAMVX
|
11.23
|
%
|
||
Wells Fargo Discovery A Fund - WFDAX
|
29.04
|
%
|
Executive
Contributions in
Last FY
|
Registrant
Contributions in
Last FY (1)
|
Aggregate
Earnings (Loss)
in Last FY (2)
|
Aggregate
Withdrawals/
Distributions
|
Aggregate
Balance
at Last
FYE
|
||||||||||||||||
Name
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||
Mr. Bolton
|
$
|
90,470
|
$
|
41,196
|
$
|
369,944
|
$
|
-
|
$
|
2,609,744
|
||||||||||
CEO
|
||||||||||||||||||||
Mr. Campbell
|
$
|
139,406
|
$
|
13,703
|
$
|
99,861
|
$
|
-
|
$
|
790,173
|
||||||||||
EVP, CFO
|
||||||||||||||||||||
Mr. DelPriore
|
$
|
60,424
|
$
|
11,813
|
$
|
58,963
|
$
|
-
|
$
|
360,371
|
||||||||||
EVP, General Counsel
|
||||||||||||||||||||
Mr. Grimes
|
$
|
135,484
|
$
|
13,912
|
$
|
82,861
|
$
|
-
|
$
|
610,281
|
||||||||||
EVP, COO
|
(1) |
In 2016, MAA changed the timing of its employer matching contributions from mirroring the timing of employee contributions to matching employee contributions at year end. As a result, the registrant contributions in the above table represent the match from the 2016 plan year as the year end matching contribution is not credited on the administrator’s records until the following calendar year. The below table discloses the year end company match made by MAA for the 2017 plan year for each named executive officer. The below matches are reported in the Summary Compensation Table under “All Other Compensation”.
|
Name
|
Year end
Registrant
Contribution
|
|||
Mr. Bolton
|
$
|
77,784
|
||
Mr. Campbell
|
$
|
33,965
|
||
Mr. DelPriore
|
$
|
31,900
|
||
Mr. Grimes
|
$
|
43,015
|
(2) |
The earnings reflected represent deemed combined investment earnings or losses from voluntary deferrals and our contributions, as applicable. The Deferred Comp Plan does not guarantee a return on deferred amounts.
|
· |
The date of termination is December 29, 2017;
|
· |
The annual salary at the time of termination equals the 2017 base salary as established by the Compensation Committee, and in regards to Mr. Bolton, by the Board, for each named executive officer;
|
· |
There is no accrued and unpaid salary; and
|
· |
There is no unpaid reimbursement for expenses incurred prior to the date of termination.
|
Severance Benefit Component
|
Mr. Bolton
CEO
|
|||
12 months base salary
(1)
|
$
|
704,000
|
||
Pro-rated bonus
|
$
|
1,760,000
|
||
Equity awards
(2), (3)
|
$
|
6,015,863
|
||
Perquisites
(4)
|
$
|
27,219
|
||
Total
|
$
|
8,507,082
|
(1) |
Semi-monthly payments of base salary for one year following the termination date, subject to the six-month delayed payment rule under Section 409A of the Internal Revenue Code.
|
(2) |
Aggregate unvested restricted shares as of December 29, 2017 multiplied by $100.56, the closing price on our common stock on the NYSE on December 29, 2017.
|
(3) |
Includes a pro-rata amount of restricted stock awards which would have been issued under the MAA-Post Merger Executive Incentive Program assuming full attainment of performance metrics based on the amount of time employed by MAA from the grant date through the end of the performance period.
|
(4) |
Upon a termination, other than death, lump sum payment for 12 months of insurance coverage for health, dental, life and disability substantially equivalent to the costs under our benefit plans.
|
Severance Benefit Component
|
Mr. Bolton
CEO
|
Mr. Campbell
EVP, CFO
|
Mr. DelPriore
EVP, General Counsel
|
Mr. Grimes
EVP, COO
|
||||||||||||
2.99 x base salary
|
$
|
2,104,960
|
$
|
1,315,600
|
$
|
1,282,710
|
$
|
1,348,490
|
||||||||
2.99 x bonus
(1)
|
$
|
4,679,350
|
$
|
1,696,825
|
$
|
1,627,494
|
$
|
2,028,760
|
||||||||
Pro-rated bonus
|
$
|
1,760,000
|
$
|
660,000
|
$
|
643,500
|
$
|
902,000
|
||||||||
Equity awards
(2), (3)
|
$
|
7,210,824
|
$
|
3,043,824
|
$
|
2,337,997
|
$
|
2,726,745
|
||||||||
Perquisites
(4)
|
$
|
54,438
|
$
|
28,177
|
$
|
16,429
|
$
|
24,531
|
||||||||
Nonqualified deferred compensation
(5)
|
$
|
-
|
$
|
-
|
$
|
16,011
|
$
|
-
|
||||||||
Total
|
$
|
15,809,572
|
$
|
6,744,426
|
$
|
5,924,141
|
$
|
7,030,526
|
(1) |
Bonus is the average annual cash bonus paid for the two immediately preceding fiscal years.
|
(2) |
Aggregate unvested restricted shares as of December 29, 2017 multiplied by $100.56, the closing price of our common stock on the NYSE on December 29, 2017.
|
(3) |
Includes 100% of the restricted stock awards that can be issued under the MAA-Post Merger Executive Incentive Program.
|
(4) |
For Mr. Bolton, lump sum payment for 24 months of insurance coverage for health, dental, vision, life and disability substantially equivalent to the costs under our benefit plans. For Messrs. Campbell, DelPriore, and Grimes, lump sum payment for 24 month’s insurance coverage for health, dental and vision.
|
(5) |
The amount of any unvested employer contributions under our Deferred Comp Plan.
|
· |
Employed by MAA or any of its subsidiaries;
|
· |
Employed on December 31, 2017;
|
· |
Classified as full-time, part-time or temporary.
|
· |
Our CEO;
|
· |
Contract workers;
|
· |
Temporary workers employed by, and whose compensation was determined by, an unaffiliated third party.
|
· |
Annualized income of full-time and part-time employees hired after January 1, 2017
|
· |
Annualized income of employees who were on leave for a portion of the year for active military duty, under the Family and Medical Leave Act or as a result of an unpaid leave of absence
|
AUDIT COMMITTEE:
|
|
Alan B. Graf, Jr. (Chair)
|
|
Russell R. French
|
|
W. Reid Sanders
|
|
Gary Shorb
|
2017
|
2016
|
|||||||
Audit Fees
(1)
|
$
|
2,216,924
|
$
|
1,967,513
|
||||
Audit Related Fees
(2)
|
$
|
89,804
|
$
|
1,144,042
|
||||
Tax Fees
(3)
|
$
|
404,509
|
$
|
766,497
|
||||
All Other Fees
(4)
|
$
|
1,960
|
$
|
1,975
|
||||
Total Fees
|
$
|
2,713,197
|
$
|
3,880,027
|
(1) |
Audit Fees
consists of fees billed for professional services rendered and expenses incurred relating to the audit of our financial statements and internal control over financial reporting, the review of
our interim financial statements and for work on securities offerings and other filings with the SEC, including comfort letters, consents and comment letters.
|
(2) |
Audit-Related Fees
consists of fees billed for professional services rendered and expenses incurred for assurance and other services related to the audit of our financial statements. In both 2017 and 2016, Audit-Related Fees included fees billed
specifically pertaining to our merger with Post, including an audit of Post, and various registration statements for capital market-related filings.
|
(3) |
Tax Fees
consists of
fees billed for professional services rendered and expenses incurred
related to tax return preparation and compliance, and general tax consulting. For 2017, Tax Fees included fees billed specifically pertaining to
tax return compliance, analysis of a taxable REIT subsidiary tax basis and an update to a cost segregation study.
For 2016, Tax Fees included fees billed specifically
pertaining to
tax-related due diligence support for our merger with Post and a special project regarding review of a taxable REIT subsidiary restructuring.
|
(4) |
All Other Fees
consists of
fees billed for a subscription to online accounting and tax information services
.
|
MATTER TO BE VOTED
Ratification of Ernst & Young LLP as our independent registered public accounting firm for 2018.
|
The Audit Committee is responsible for selecting our independent registered public accounting firm and has selected Ernst & Young LLP to audit our financial statements for the 2018 fiscal year. Although shareholder approval is not required to appoint Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2018, our Board believes that submitting the appointment of Ernst & Young LLP to the shareholders for ratification is a matter of good corporate governance.
|
|
VOTE REQUIRED
|
Shareholder approval for the appointment of our independent registered public accounting firm is not required, but the Board is submitting the selection of Ernst & Young LLP for ratification in order to obtain the views of our shareholders. This proposal will be approved if the votes cast “For” the proposal exceed the votes cast “Against” the proposal. The Audit Committee will consider a vote against the firm by the shareholders in selecting our independent registered public accounting firm in the future.
|
|
Impact of
Abstentions and
Broker Non-Votes
|
Neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.
|
|
BOARD
RECOMMENDATION
|
FOR
|
On behalf of the Audit Committee, our Board recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2018. In the event you do not ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm, the Audit Committee will reconsider the appointment of Ernst & Young LLP. Even if you do ratify the appointment, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it believes that such a change would be in the best interests of the company and its shareholders.
|
SHAREHOLDERS OF RECORD
|
|
If you are a shareholder of record (your shares are registered directly in your name with our transfer agent) you may vote your shares in person or by proxy.
|
|
In Person
|
You may attend the Annual Meeting and vote in person.
|
|
Even if you plan to attend the Annual Meeting, we encourage you to take advantage of one of the advance proxy voting options to assure that your shares are represented at the Annual Meeting. You may revoke your proxy at any time before it is voted by following the procedures described later in “Can I Change My Vote After I Return My Proxy”.
|
By Proxy
|
You can vote by phone, on the Internet or by mail. We encourage you to vote by phone or Internet, both of which are convenient, cost-effective, and reliable alternatives to returning your Proxy Card by mail.
|
|
By Phone
: You may submit your voting instructions by phone by following the instructions printed on the Proxy Card. If you submit your voting instructions by phone, you do not have to mail in your Proxy Card.
|
|
By Internet
: You may vote on the Internet by following the instructions printed on the Proxy Card. If you vote on the Internet, you do not have to mail in your Proxy Card.
|
|
By Mail
: If you properly complete and sign the enclosed Proxy Card and return it in the enclosed envelope, it will be voted in accordance with your instructions. The enclosed envelope requires no additional postage if mailed in the United States.
|
BENEFICIAL OWNERS
|
|
If you are a beneficial owner (your shares are held in an account with a brokerage firm, bank, dealer or similar organization), you may vote your shares in person or by proxy.
|
|
In Person
|
You may attend the Annual Meeting and vote in person.
|
|
You may attend the Annual Meeting and vote in person; however, you will need to present a valid proxy from your broker permitting you to vote the shares in person at the Annual Meeting.
|
By Proxy
|
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should receive a Proxy Card and voting instructions with these proxy materials from that organization rather than from us.
|
|
Complete and mail the Proxy Card to ensure that your vote is counted. Alternatively, follow the instructions provided by your broker or bank to vote by phone or over the Internet as that organization allows.
|
1. |
FOR
the election of the 12 directors named herein to serve for one year and until their successors have been duly elected and qualified;
|
2. |
FOR
the advisory (non-binding) vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement;
|
3. |
FOR
the approval of the Second Amended and Restated Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan; and
|
4. |
FOR
the ratification of Ernst & Young LLP as our independent registered public accounting firm for 2018.
|
1. |
You may submit another properly completed Proxy Card bearing a later date;
|
2. |
You may send a written notice that you are revoking your proxy to our Corporate Secretary at 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138; or
|
3. |
You may attend the Annual Meeting and notify the election officials that you wish to revoke your proxy and vote in person. Attending the Annual Meeting will not, by itself, revoke your proxy.
|
PROPOSAL 1:
|
ELECTION OF DIRECTORS
|
|
Votes cast “For” the nominee must exceed the votes cast “Against” the nominee for the nominee to be elected.
|
Neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.
|
|
If a nominee fails to receive more “For” votes than votes cast “Against” and is an incumbent director, the nominee is required to tender his or her resignation to the Nominating and Corporate Governance Committee of the Board for consideration, and the Nominating and Corporate Governance Committee will determine whether it is advisable to accept or reject the resignation and will submit a recommendation to the Board for consideration.
|
||
PROPOSAL 2:
|
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
|
|
Votes cast “For” the proposal must exceed the votes cast “Against” the proposal.
|
Neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.
|
|
PROPOSAL 3:
|
APPROVE SECOND AMENDED AND RESTATED STOCK INCENTIVE PLAN
|
|
Votes cast “For” the proposal must exceed the votes cast “Against” the proposal.
|
Abstentions will have the legal effect of votes against the proposal. Broker non-votes will not have any legal effect on whether this proposal is approved.
|
|
PROPOSAL 4:
|
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
|
|
Votes cast “For” the proposal must exceed the votes cast “Against” the proposal.
|
Neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.
|
|
Shareholder approval for the appointment of our independent registered public accounting firm is not required, but the Board is submitting the selection of Ernst & Young LLP for ratification in order to obtain the views of our shareholders. The Audit Committee will consider a vote against the firm by the shareholders in selecting our independent registered public accounting firm in the future.
|
BY ORDER OF THE BOARD OF DIRECTORS
|
|
|
|
Leslie B.C. Wolfgang
|
|
Senior Vice President, Chief Ethics and Compliance Officer, and Corporate Secretary
|
|
April 9, 2018
|
SECTION 1.
|
GENERAL PURPOSE OF THE PLAN; DEFINITIONS
|
SECTION 2. |
ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT PARTICIPANTS AND
DETERMINE AWARDS
|
SECTION 3. |
STOCK ISSUABLE UNDER THE PLAN; RECAPITALIZATIONS; MERGERS; SUBSTITUTE AWARDS
|
SECTION 4. |
ELIGIBILITY
|
SECTION 5. |
STOCK OPTIONS
|
SECTION 6. |
RESTRICTED STOCK AWARDS
|
SECTION 7. |
RESTRICTED STOCK UNITS
|
SECTION 8. |
UNRESTRICTED STOCK AWARDS
|
SECTION 9. |
PERFORMANCE SHARE AWARDS
|
SECTION 10.
|
OTHER STOCK-BASED AWARDS
|
SECTION 11. |
CASH-BASED AWARDS
|
SECTION 12. |
PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES
|
SECTION 13. |
DIVIDEND EQUIVALENT RIGHTS
|
SECTION 14. |
TAX WITHHOLDING
|
SECTION 15. |
TRANSFERABILITY OF AWARDS
|
SECTION 16. |
TRANSFER, LEAVE OF ABSENCE, ETC.
|
SECTION 17. |
AMENDMENTS AND TERMINATION
|
SECTION 18.
|
STATUS OF PLAN
|
SECTION 19. |
SECTION 409A AWARDS
|
SECTION 20. |
GENERAL PROVISIONS
|
SECTION 21. |
EFFECTIVE DATE OF PLAN
|
SECTION 22. |
GOVERNING LAW
|
Year ended December 31,
|
Percent
Change
|
||||||||
2017
|
2016
|
||||||||
Net income available for MAA common shareholders
|
$
|
324,691
|
$
|
211,915
|
|||||
Depreciation and amortization of real estate assets
|
489,503
|
319,528
|
|||||||
Gain on sale of depreciable real estate assets
|
(127,386
|
)
|
(80,397
|
)
|
|||||
Loss on disposition within unconsolidated entities
|
-
|
98
|
|||||||
Depreciation and amortization of real estate assets of real estate joint ventures
|
596
|
61
|
|||||||
Net income attributable to noncontrolling interests
|
12,157
|
12,180
|
|||||||
Funds from operations attributable to MAA, or FFO
|
699,561
|
463,385
|
|||||||
Merger and integration related expenses, or MI
|
19,990
|
40,823
|
|||||||
FFO less MI
|
$
|
719,551
|
$
|
504,208
|
|||||
Weighted average common shares and units - Diluted, or Share
|
117,840
|
82,918
|
|||||||
FFO per Share
|
$
|
5.94
|
$
|
5.59
|
6.3%
|
||||
FFO less MI per Share
|
$
|
6.11
|
$
|
6.08
|