UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

 

 

MMA CAPITAL MANAGEMENT, LLC

 

(Name of Registrant as Specified in Its Charter)

  

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

 

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April 4,  2016

 

Dear fellow shareholder:

 

 

You are cordially invited to attend the annual meeting of shareholders of MMA Capital Management, LLC to be held on Tuesday,  May 17, 2016, at 1:00 p.m. EDT, at the offices of Gallagher Evelius & Jones, LLP, 218 N Charles Street, Suite 400, Baltimore, MD 21201. 

 

At the meeting, you will be asked to vote on three matters including the election of directors, an advisory vote on executive compensation and the selection of our independent public accounting firm for 2016.

 

We are pleased to utilize the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their shareholders over the Internet.  Consequently, most shareholders will not receive paper copies of our proxy materials. We will instead send shareholders a notice with instructions for accessing the proxy materials and voting via the Internet. The notice will also provide information on how shareholders may obtain paper copies of our proxy materials if they so choose. This makes the proxy distribution process more efficient and less costly, and helps conserve natural resources.

 

I look forward to seeing you at the meeting.

Sincerely,

Francis X. Gallagher, Jr.

Chairman of the Board

 

 

YOUR VOTE IS IMPORTANT

 

In order to ensure your representation at the annual meeting, you may submit your proxy and voting instructions via the Internet or by telephone, or, if you receive a paper proxy card and voting instructions by mail, you may vote your shares by completing, signing and dating the proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States).  Please refer to the section entitled “Voting via the Internet, by Telephone or by Mail” on page ii of the Proxy Statement for a description of these voting methods.  Under applicable regulations, if you have not given your broker specific instructions to do so, your broker will NOT be able to vote your shares with respect to the election of directors and executive compensation.  If you do not provide voting instructions via the Internet, by telephone or by returning a proxy card or voting instruction card, your shares will not be voted with respect to the election of directors and executive compensation.  We strongly encourage you to vote.

 

If the director nominee is not elected at our annual meeting, or if we are unable to achieve a quorum to transact business at our annual meeting (including any adjournment), then our current directors will continue to serve until their successors have been duly elected and qualified at the next annual meeting or their earlier death, resignation or removal. 

 

 

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Dear Shareholder:

 

Notice is hereby given that the annual meeting of shareholders of MMA Capital Management, LLC will be held on Tuesday,  May 17,  2016 at 1:00 p.m.  EDT, at the offices of Gallagher Evelius & Jones, LLP, 218 N Charles Street, Suite 400, Baltimore, MD 21201 for the following purposes:

 

 

 

 

Any of the foregoing may be considered or acted upon at the meeting or at any adjournment or postponements thereof.

 

Holders of common shares of record on the books of the Company at the close of business on March 22,  2016, will be entitled to vote on all matters that may come before the meeting or any adjournment or postponements thereof.

 

Whether or not you plan to attend the annual meeting, please vote as soon as possible.  As an alternative to voting in person at the annual meeting, you may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing a completed proxy card.  For detailed information regarding voting instructions, please refer to the section entitled “Voting via the Internet, by Telephone or by Mail” on page ii of the Proxy Statement.  You may revoke a previously delivered proxy at any time prior to the annual meeting.  If you decide to attend the annual meeting and wish to change your proxy vote, you may do so automatically by voting in person at the annual meeting.

 

Assistant Secretary

 

 

/s/ J. Brooks Martin

Baltimore, Maryland

 

 

 

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This proxy statement is furnished in connection with the solicitation on behalf of the Board of Directors (“Board”) of MMA Capital Management, LLC, a Delaware limited liability company (“we”, “us”, “our”, “MMA” or the “Company”), of proxies to be voted at our annual meeting of shareholders to be held Tuesday,  May 17,  2016, at 1:00 p.m. EDT and any and all adjournments or postponements of the meeting.

 

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL SHAREHOLDERS MEETING TO BE HELD ON MAY 17,  2016.   This proxy statement, the accompanying proxy card or voting instruction card and our 2015 Annual Report to Shareholders on Form 10-K are available at http://mmacapitalmanagement.investorroom.com.

 

The entire cost of this solicitation of proxies will be borne by us. Solicitation, commencing on or about April 4,  2016 will be made by use of the mails, telephone and fax, by our regular employees without additional compensation.

   

Voting Rights

 

Only holders of record of our common shares on March 22,  2016, the record date, will be entitled to vote at the annual meeting. Each holder of record will be entitled to one vote on each matter for each common share held on the record date. The share transfer books will not be closed.  On the record date,  there were 6,408,107 common shares outstanding. A majority of the issued and outstanding common shares (or 3,204,054 common shares) must be present or represented by proxy at the annual meeting in order to have a quorum. Persons voting by proxy will be deemed present at the meeting even if they abstain from voting on any or all of the proposals presented for shareholder action.  Shares held by brokers who vote such shares on any proposal and broker non-votes will be counted present for purposes of establishing a quorum. A broker non-vote occurs when a bank, broker or other holder of record holding shares for a beneficial owner submits a proxy for the annual meeting but does not vote on a particular proposal, including in this case the election of directors and the advisory vote on named executive officer compensation, because that holder does not have discretionary voting power with respect to those proposals and has not received instructions from the beneficial owner.  In contrast, a bank, broker or other holder of record holding shares for a beneficial owner does have discretionary voting power with respect to the ratification of the appointment of the independent registered public accounting firm.

 

In the election of directors, a nominee will be elected if the votes cast “for” the nominee constitute a majority of the common shares present or represented by proxy and voting at a meeting at which a quorum is present. Shareholders may not cumulate votes in the election of directors.  The advisory votes on named executive officer compensation and the ratification of the appointment of KPMG, LLP (“KPMG”) as our independent registered public accounting firm, also require the affirmative vote of a majority of the common shares present or represented by proxy and voting at a meeting at which a quorum is present.  Abstentions and broker non-votes have no effect on the determination of whether a nominee, the advisory vote or the appointment of KPMG has received the vote of a majority of the common shares present or represented by proxy and voting at the meeting. 

 

If the persons present or represented by proxy at the annual meeting constitute the holders of less than a majority of the issued and outstanding common shares as of the record date, the annual meeting may be adjourned either indefinitely or to a subsequent date for the purpose of obtaining a quorum. The inspector of elections appointed for the annual meeting will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

 

 

 

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Internet Availability of Proxy Materials

 

In accordance with Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing proxy materials to shareholders for our 2016 annual meeting. Consequently, our shareholders will not receive paper copies of our proxy materials unless they request paper copies by following the instructions in the Notice of Internet Availability of Proxy Materials. On April 4,  2016, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including this proxy statement and our 2015 Annual Report to Shareholders. The Notice of Internet Availability of Proxy Materials also contains instructions for accessing your proxy card to be able to vote via the Internet or by telephone.

 

Internet distribution of our proxy materials is designed to make the proxy distribution process more efficient and less costly and to help conserve natural resources.  However, if you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials contained on such notice.

   

Admission to Meeting

 

You are entitled to attend the annual meeting if you were a holder of record or a beneficial owner of our common shares as of March 22,  2016, the record date, or you hold a valid legal proxy for the annual meeting. If you are a holder of record, you may be asked to present valid picture identification, such as a driver’s license or passport, for admission to the annual meeting.

 

If your shares are registered in the name of a bank or brokerage firm (your record holder), you may be asked to provide proof of beneficial ownership as of the record date, such as a brokerage account statement, a copy of the Notice of Internet Availability or voting instruction form provided by your bank, broker or other holder of record, or other similar evidence of ownership, as well as picture identification, for admission. If you wish to be able to vote in person at the annual meeting, you must obtain a legal proxy from your brokerage firm, bank or other holder of record and present it to the inspector of elections with your ballot at the annual meeting.

 

Recommendations of the Board of Directors

 

Our Board of Directors recommends that you vote:

 

 

 

 

 

 

Voting via the Internet, by Telephone or by Mail

 

For holders whose shares are registered in their own names, as an alternative to voting in person at the annual meeting, you may vote via the Internet, by telephone or, for those shareholders who request and receive a paper proxy card in the mail, by mailing a completed proxy card.  The Notice of Internet Availability of Proxy Materials provides information on how to access your proxy card, which contains instructions on how to vote via the Internet or by telephone. For those shareholders who request and receive a paper proxy card, instructions for voting via the Internet or by telephone are set forth on the proxy card. Those shareholders who request and receive a paper proxy card and voting instructions by mail, and who elect to vote by mail, should sign and return the mailed proxy card in the prepaid and addressed envelope that was enclosed with the proxy materials, and your shares will be voted at the annual meeting in the manner you direct. In the event that you return a signed proxy card (by mail or via the Internet) on which no directions are specified, your shares will be voted FOR the nominees of the Board of Directors (Proposal No. 1), FOR the non-binding advisory approval of our named executive officer compensation (Proposal No. 2), and FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2016 (Proposal No. 3), and in the discretion of the proxy holders as to any other matters that may properly come before the annual meeting or any postponement or adjournment of the annual meeting. 

 

If your shares are registered in the name of a bank or brokerage firm (your record holder), you will receive instructions from your record holder that you must follow in order for your record holder to vote your shares per your instructions.  Many banks and brokerage firms have a process for their beneficial holders to provide instructions via the Internet or over the telephone. If Internet or telephone voting is unavailable from your bank or brokerage firm, please complete and return the voting instruction card supplied by them in the addressed, postage paid envelope provided.

 

 

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Revocation of Proxies

 

You may revoke or change a previously delivered proxy at any time before the annual meeting by delivering another proxy with a later date, by voting again via the Internet or by telephone, or by delivering written notice of revocation of your proxy to MMA Capital Management, LLC’s Secretary at our principal executive offices before the beginning of the annual meeting. You may also revoke your proxy by attending the annual meeting and voting in person, although attendance at the annual meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If you hold shares through a bank or brokerage firm, you must contact that bank or brokerage firm to revoke any prior voting instructions. You also may revoke any prior voting instructions by voting in person at the annual meeting if you obtain a legal proxy as described under “Admission to Meeting” above.

 

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I.matters to be considered at the annual meeting

 

Proposal 1 -- Election of DirectorS

 

The Board of Directors of MMA Capital Management, LLC is divided into three classes with the directors in each class serving for a term of three years. The term of office of one class of directors expires each year in rotation so that one class is elected at each annual meeting for a full three-year term.  The Company’s Operating Agreement provides that the Board of Directors must have between five and 15 members. 

 

All directors have been elected to their current terms at an annual meeting. According to our bylaws, if  the director nominee is not elected at our annual meeting, or if we are unable to achieve a quorum to transact business at our annual meeting (including any adjournment), then our current directors will continue to serve until their successors have been duly elected and qualified at the next annual meeting or their earlier death, resignation or removal.  

 

Information about the company’s directors

 

The name and principal occupation for the last five years, period of service as a director of the Company and certain other directorships of each director are set forth below.

 

NOMINEES FOR DIRECTOR

 

Directors with Terms Expiring at the 2016 Annual Meeting

 

Class I

 

Michael L. Falcone, 54, has been a director of MMA since 1999.  Mr. Falcone has been the Chief Executive Officer and President of MMA since January 1, 2005.  Prior to his appointment as our Chief Executive Officer, he served as Chief Operating Officer since 1997.  Prior to joining MMA, he was a Senior Vice President of Shelter Development Corporation, where he was employed from 1983 to 1996.

 Mr. Falcone’s qualifications to serve as a director include his extensive executive experience with MMA and his broad familiarity with the real estate and renewable energy development and finance industries.  As the Chief Executive Officer of MMA, Mr. Falcone provides the executive and operational leadership for MMA.

Frederick W. Puddester, 61, was appointed to the Board of Directors on August 10, 2011.  Since July 1, 2011, Mr. Puddester has been the Vice President for Finance and Administration for Williams College where he is responsible for financial reporting, planning and forecasting as well as debt financing and tax compliance.  From 2007 to 2011, Mr. Puddester served as senior associate dean for finance and administration at the Johns Hopkins University Zanvyl Krieger School of Arts and Sciences.  From 2000 to 2007, Mr. Puddester served as the executive director of budget and financial planning for Johns Hopkins University.  

From 2000 until he joined the Company’s Board of Directors, Mr. Puddester served on the board of MuniMae TE Bond Subsidiary, LLC, an entity whose common shares were wholly owned by the Company prior to selling those shares to a third party in 2013. 

Mr. Puddester’s qualifications to serve as a director include his extensive financial management expertise and his familiarity with the Company through his service on the board of MuniMae TE Bond Subsidiary, LLC.  Mr. Puddester is the Chairman of the Company’s Compensation Committee.

Francis X. Gallagher, Jr., 56, was appointed to the Board of Directors on February 6, 2012 and elected Chairman on March 17, 2014.   Mr. Gallagher is a Managing Partner at Charlesmead Advisors LLC, where he leads investment banking efforts to focused subsectors within the telecommunications industry, including wireline and wireless services and internet infrastructure. From 2005 to 2011, Mr. Gallagher was a Managing Director at Stifel Nicolaus Weisel, Incorporated, a leading investment bank, where he managed and led the Telecommunications Industry Banking Group.  From 1997 to 2005, Mr. Gallagher served in a variety of executive positions with Legg Mason Wood Walker Incorporated, where he was responsible for investment banking coverage of a variety of large and small-capitalization telecommunications companies.

Mr. Gallagher’s qualifications to serve on the Board include his corporate securities knowledge, senior management and investment banking experience.    

 

The Board of Directors unanimously recommends that you vote FOR the election of these nominees as directors to A  term expiring at the 2019 Annual Meeting.

 

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MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE

 

 

Director with Term Expiring at the 2017 Annual Meeting

 

Class II

 

 Steven S. Bloom, 54, has been a director of MMA since August 7, 2013.  Since 2002, Mr. Bloom has been a Managing Partner of PMC Property Group, a private company that invests in and operates multifamily housing in the United States.  In his capacity as Managing Partner, Mr. Bloom is in charge of the operations of the Baltimore office of PMC Property Group.  Prior to that, Mr. Bloom was with the accounting firm of Arthur Andersen LLP for nearly 20 years, including 10 years as a partner in their Baltimore office. 

 Mr. Bloom’s qualifications to serve as a director include his significant executive experience with real estate investment companies and his public accounting background.  As the current Chairman of MMA’s Audit Committee, Mr. Bloom has worked closely with the Company’s finance and audit executives and independent auditors.

Director with Term Expiring at the 2018 Annual Meeting

 

Class III

 

J. P. Grant, 62, has served on the Board since January 1, 2013.  Mr. Grant is the founder, President and CEO of Grant Capital Management, Inc., where he has specialized in providing tax-exempt financing to city and state governments since the company’s founding in 2000.  Prior to that, he held positions in major account sales for IBM Corporation and Federal Data Corporation.

 

Mr. Grant’s qualifications to serve as a director include his extensive experience in the field of municipal finance, as well as his executive leadership experience and entrepreneurial background.  Mr. Grant is the Chairman of the Company’s Governance Committee.

 

   

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BOARD OF DIRECTORS MATTERS

 

Board Composition

 

Our Board of Directors currently consists of five members, each of whom was elected by the Company’s shareholders.    

 

Corporate Governance Guidelines

 

We have Corporate Governance Guidelines (“Guidelines”), which are available on our website at www.mmacapitalmanagement.com under “Leadership – Governance,” then “Corporate Governance Guidelines.”  These Guidelines contain general principles regarding the function of our Board and Board committees.  The Guidelines are reviewed on an annual basis by the Governance Committee of the Board, which submits to the Board for approval any changes deemed desirable or necessary.

 

Independence of Directors

 

Our Guidelines require that a majority of the Board of Directors be comprised of independent directors.  The listing rules of the NASDAQ Stock Market (“NASDAQ”) for director independence are incorporated in our Guidelines, which are used by the Board in making independence determinations.  For a director to be considered independent under the NASDAQ listing rules, the Board must affirmatively determine that the director has no relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  The Board has determined that the following directors are independent: Messrs. Bloom, Gallagher, Grant and Puddester.

 

Board Leadership Structure

 

Our Board leadership structure currently separates the roles of Chairman and Chief Executive Officer (“CEO”).  Our Chairman is a non-employee director. The current CEO is the sole member of the Board that is also an employee. Our Board’s role in the Company is to provide general oversight of strategy and operations.   Four of our five directors are independent.  These independent directors have no conflict that might discourage critical review of the Company’s management and operations.   In addition, chairmanship of the various Board committees is held by independent directors and our internal controls are monitored by the Audit Committee, which is comprised entirely of independent directors.

 

Our Board monitors our risks as a Company through a comprehensive risk matrix which is updated by management and reviewed by the Board throughout the year.  The matrix details all of our operating, accounting, financial, legal and regulatory risks and assigns a probability and severity analysis to each risk.  Significant changes are highlighted and discussed at Board meetings throughout the year.

 

Qualification for Board Membership

 

The Board has the responsibility for nominating candidates for election to the Board and for filling vacancies on the Board as they arise, while the Governance Committee is responsible for identifying and recommending qualified individuals to serve as members of the Board.  The Guidelines and the Governance Committee’s charter require the Board and the Governance Committee to establish criteria for selecting new directors, which reflects at a minimum a candidate’s strength of character, judgment, business experience and specific areas of expertise, in addition to factors relating to the composition of the Board, including its size and structure, and principles of diversity, including age, skills, knowledge and other factors needed to maintain a balance of knowledge, experience and capability on the Board. Further, no director of the Company may serve on the boards of more than three other publicly traded companies in addition to serving on our Board and no management director may serve on the board of more than one other publicly traded company in addition to serving on our Board.  Currently, all directors are in compliance with these requirements and expectations.

 

 

Shareholder Recommendations of Potential Director Candidates

   

The Governance Committee will consider director candidates recommended by shareholders.  The Governance Committee applies the same standards in evaluating candidates submitted by shareholders as it does in evaluating candidates submitted by other sources.  Shareholders who wish to submit names to be considered by the Governance Committee for nomination for election to the Board of Directors should send written notice to the Secretary of the Company at least 60 days but no more than 90 days prior to the anniversary of the date on which the proxy statement was first mailed relating to the immediately preceding annual meeting of shareholders, which notice should set forth the required information that is specified in our bylaws. Suggestions regarding potential director candidates, together with the supporting information concerning the potential candidate’s qualifications, should be submitted in writing to:

Governance Committee

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MMA Capital Management, LLC

c/o Corporate Secretary

3600 O’Donnell Street, Suite 600

Baltimore, Maryland 21224

 

Code of Ethics and Principles of Business Integrity

 

We have a Code of Ethics and Principles of Business Integrity that is applicable to all of our employees and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. The Code of Ethics and Principles of Business Integrity is available on our website,  www.mmacapitalmanagement.com, and in print without charge, upon the request of any shareholder, by mail to our Corporate Secretary, MMA Capital Management, LLC, at our Baltimore office.

 

Executive Sessions

 

Pursuant to our Guidelines, the independent directors of the Board meet in regularly scheduled sessions without the presence of management.  The executive sessions have been chaired by Mr. Gallagher.

 

 

Communications with the Board of Directors

 

Shareholders and other interested parties may communicate with one or more members of our Board by writing to the Board, or a specific director at:

 

Board of Directors (or specific director)

MMA Capital Management, LLC

c/o Corporate Secretary

3600 O’Donnell Street, Suite 600

Baltimore, Maryland 21224

 

Available Information

 

Our website address is www.mmacapitalmanagement.com.  We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”).  Our website also includes our Guidelines, Code of Ethics and the charters of our Audit Committee, Compensation Committee and Governance Committee.  These documents are also available in print to any shareholder upon request.

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Board Committees

 

The Board of Directors has appointed the following Board Committees:

 

Audit Committee.  The Audit Committee assists the Board of Directors in fulfilling its oversight responsibility relating to:

 

 

 

 

 

In so doing, it is the responsibility of the Audit Committee to maintain free and open communication between the Audit Committee, the independent registered public accounting firm, the internal auditors and our management and to resolve any disagreements between management and the independent registered public accounting firm regarding financial reporting.  The Audit Committee also performs other duties and responsibilities set forth in a written Charter approved by the Board of Directors.  The Charter of the Audit Committee is available on the Company’s website at www.mmacapitalmanagement.com under “Leadership – Governance,” then “Audit Committee Charter.”

During 2015, membership on the Audit Committee consisted of Mr. Bloom, Chairman of the Committee, and Messrs.  Gallagher, Grant and Puddester.  The Audit Committee held four meetings during 2015. 

 

The Board and the Governance Committee have determined that all members of the Audit Committee satisfy the independence requirements of NASDAQ’s listing rules and our Guidelines.  No member of the Audit Committee is permitted to serve on the Audit Committee of more than three public companies, including our Company.  Currently, no member of the Audit Committee serves on the audit committee of any other public company. 

 

The Board has determined that Mr. Puddester qualifies as an “audit committee financial expert” under SEC rules.  In accordance with the SEC's safe harbor relating to audit committee financial experts, a person designated as an audit committee financial expert will not be deemed an “expert'” for purposes of the federal securities laws.  In addition, such designation does not impose on such person any duties, obligations or liabilities that are greater than those imposed on such person as a member of the Audit Committee and Board of Directors in the absence of such designation, and does not affect the duties, obligations or liabilities of any other member of the Audit Committee or Board of Directors.

 

Compensation Committee.  The Compensation Committee of the Board has the following principal duties and responsibilities:

 

 

 

 

 

These duties and responsibilities are set forth in a written Charter of the Compensation Committee which has been approved by the Board of Directors and is available on our website at www.mmacapitalmanagement.com under “Leadership – Governance,” then “Compensation Committee Charter.” Pursuant to the Charter, the Compensation Committee has the authority to delegate certain of its responsibilities to a subcommittee. 

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The Compensation Committee has the authority to administer our equity plans for the Chief Executive Officer and other executive officers.  The Compensation Committee is responsible for all determinations with respect to participation, the form, amount and timing of any awards to be granted to any such participants, and the payment of any such awards.  Senior management has the authority to administer our equity plans for all other participants.

 

Our Chief Executive Officer provides recommendations to the Compensation Committee with respect to the wage level, base salary amounts, performance targets for annual incentive and long-term incentive bonus programs and any adjustments to the cash value for equity grants for each named executive officer.  These compensation recommendations are based on the Chief Executive Officer’s subjective review of each officer’s overall performance and contribution to MMA during the prior year.  While the Compensation Committee considers the recommendations of the Chief Executive Officer with respect to these elements of compensation, the Compensation Committee independently evaluates the recommendations and makes all final compensation decisions for those officers.  Decisions with respect to the compensation of the Chief Executive Officer are made solely by the Compensation Committee in executive session.  Other than our Chief Executive Officer, no other executive officer of MMA had any role in determining or recommending the amount or form of executive officer or director compensation during 2015. 

 

During 2015, membership on the Compensation Committee consisted of Messrs.  Puddester,  Bloom, Gallagher and Grant.  Mr. Puddester served as Chairman for the entire year.  All members of the Compensation Committee qualify as independent directors under our Guidelines and the NASDAQ listing rules.  The Compensation Committee held five meetings during 2015.   

 

Governance Committee.  The Governance Committee assists the Board by:

 

 

 

 

 The Governance Committee is also responsible for performing other duties and responsibilities set forth in a written Charter approved by the Board of Directors.  The Charter of the Governance Committee is available on our website at www.mmacapitalmanagement.com under “Leadership – Governance,” then “Governance Committee Charter.” 

 

During 2015, membership on the Governance Committee consisted of Messrs.  Grant,  Bloom, Gallagher and Puddester.  Mr. Grant served as Chairman for the entire year.  The Governance Committee held three meetings during 2015.  All members of the Governance Committee qualify as independent directors under our Guidelines and NASDAQ listing rules.  

 

Director Attendance at Meetings

 

During fiscal year 2015, there were four regular quarterly meetings of the Board, plus one additional regular meeting in the first quarter.  Also, the Board held nine special meetings which were conducted as either formal meetings or executive sessions.  Each Director attended at least 75% of the total number of combined meetings of the Board and the Board Committees on which he served.    Two members of the Board were present at the 2015 annual meeting.

 

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IDENTIFICATION OF EXECUTIVE OFFICERS

 

Listed below are the executive officers of the Company as of March 22,  2016.  

 

Michael L. Falcone, 54, has been a director of MMA since 1999.  Mr. Falcone has been the Chief Executive Officer and President of MMA since January 1, 2005.  Prior to his appointment as our Chief Executive Officer, he served as Chief Operating Officer since 1997.  Prior to joining MMA, he was a Senior Vice President of Shelter Development Corporation, where he was employed from 1983 to 1996. Mr. Falcone is a graduate of Dartmouth College and the Harvard Business School.

 

David C. Bjarnason, CPA, 46, was appointed Chief Financial Officer and Executive Vice President of MMA on August 17,  2015.  Mr. Bjarnason joined the Company from Fannie Mae, where he was a finance officer who served in senior management roles in Fannie Mae's accounting policy, external reporting and financial planning and analysis functions.  Prior to joining Fannie Mae, Mr. Bjarnason served in senior finance, consulting and financial statement audit roles with JPMorgan Chase & Co., CapitalSource, Inc., Freddie Mac, Deloitte LLP and KPMG LLP. Mr. Bjarnason earned his B.B.A. in accounting from the College of William & Mary. 

 

 

Gary A. Mentesana,  51, is an Executive Vice President of MMA responsible for managing US Operations.  He has been an Executive Vice President of MMA since 2003 and has been in various leadership positions since joining MMA in 1996.   Mr. Mentesana joined MMA in 1996 from the Company’s predecessor, the SCA Tax-Exempt Fund Limited Partnership, which he had been with since 1988.  Before SCA Tax-Exempt Fund Limited Partnership, Mr. Mentesana was an active Certified Public Accountant and worked for Coopers and Lybrand. Mr. Mentesana graduated from the University of Rhode Island.

 

 

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executive compensation

Summary Compensation Table

The following table provides information regarding the compensation earned during the years ended December 31, 2015 and 2014 by our principal executive officer and two other officers who were serving as executive officers on December 31, 2015, and who we collectively refer to as our “Named Executive Officers.”

 

 

 

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Outstanding Equity Awards at Fiscal Year End

 

The following table shows all outstanding equity awards held by the Named Executive Officers at December 31, 2015, including stock option awards and unvested deferred shares.

 

 

 

Pension Benefits

 

We do not maintain any tax qualified benefit plans, supplemental executive retirement plans or similar plans for which information is required to be reported in a pension benefit table.

 

 

 

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Employment Agreements and Other Agreements

 

Michael L. Falcone

 

On November 19, 2015, we entered into a new employment agreement with Mr. Falcone pursuant to which Mr. Falcone continued to be employed as Chief Executive Officer. The employment agreement has a three year term ending on December 31, 2018 and provides for an annual base compensation of $555,000 for calendar year 2016, subject to annual increases thereafter at the discretion of the Compensation Committee. The employment agreement contains the following terms and conditions:

 

In April 2012, Mr. Falcone received an option award to purchase 140,000 common shares at an exercise price of $1.80 per share (all share awards are split-adjusted amounts to reflect the September 29, 2014 1-for-5 reverse stock split).  The option award vests in two parts: 1) 80,000 vests in four equal parts, 20,000 upon grant and the remainder in equal annual installments over a 3-year period; and 2) 60,000 vests in five equal installments each time the Company’s 30-day average stock price improves $2.50 per share, starting at $5.00 per share and concluding at $15.00 per share.  The options expire April 24, 2022.  The award requires the continuous employment of Mr. Falcone through the term of the agreement with limited exceptions as outlined in the award agreement. As of March 22, 2016 128,000 options from this award have vested.

 

In May 2013, Mr. Falcone received a deferred share award of 22,722 shares whereby Mr. Falcone receives unrestricted shares based on future vesting events.  The vesting occurs in two parts:  1) 11,361 vests in three equal annual installments of 3,787, on March 20, 2014, 2015 and 2016; and 2) 11,361 vests in three equal installments each time the Company’s 30-day average stock price improves $2.50 per share, starting at $7.50 per share and concluding at $12.50 per share.  The deferred share award expires March 20, 2023.  The award requires the continuous employment of Mr. Falcone through the term of the agreement with limited exceptions as outlined in the award agreement.  As of March 22, 2016 Mr. Falcone had received all shares from this award.

 

In May 2014, Mr. Falcone received a deferred cash award of $200,000 whereby Mr. Falcone receives cash awards based on future vesting events.  The vesting occurs in two parts:  1) $100,000 vests in three equal annual installments of $33,333, on March 31, 2015, 2016 and 2017; and 2) $100,000 vests in three equal installments each time the Company’s 30-day average stock price improves $2.50 per share, starting at $8.75 per share and concluding at $13.75 per share.  The estimated after-tax proceeds of the award are to be used

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to purchase shares of MMA through open-market purchases.  The award requires the continuous employment of Mr. Falcone through the term of the agreement with limited exceptions as outlined in the award agreement.  As of March 22, 2016 Mr. Falcone had received $133,333 (before taxes) as a result of this award.

 

Gary A. Mentesana

On November 19, 2015, we entered into a new employment agreement with Mr. Mentesana pursuant to which Mr. Mentesana continued to be employed as Executive Vice President. The employment agreement has a three year term ending on December 31, 2018 and provides for an initial base compensation for calendar year 2016 of $500,000, subject to annual increases thereafter at the discretion of the Compensation Committee.  The employment agreement contains the following terms and conditions:

 

In March 2012, Mr. Mentesana received an option award to purchase 100,000 common shares at an exercise price of $1.80 per share (all share awards are split-adjusted amounts to reflect the September 29, 2014 1-for-5 reverse stock split).  The option award vests in two parts: 1) 70,000 vests in four equal parts, 17,500 upon grant and the remainder in equal annual installments over a 3-year period; and 2) 30,000 vests in five equal installments each time the Company’s 30-day average stock price improves $2.50 per share, starting at $5.00 per share and concluding at $15.00 per share.  The options expire March 29, 2022.  The award requires the continuous employment of Mr. Mentesana through the term of the agreement with limited exceptions as outlined in the award agreement. As of March 22, 2016, 94,000 options from this award have vested.

 

In May 2013, Mr. Mentesana received a deferred share award of 34,090 shares whereby Mr. Mentesana receives unrestricted shares based on future vesting events.  The vesting occurs in two parts:  1) 17,045 vests in three equal annual installments of 5,681, on March 20, 2014, 2015 and 2016; and 2) 17,045 vests in three equal installments each time the Company’s 30-day average stock price improves $2.50 per share, starting at $7.50 per share and concluding at $12.50 per share.  The deferred share award expires March 20, 2023.  The award requires the continuous employment of Mr. Mentesana through the term of the agreement with limited exceptions as outlined in the award agreement. As of March 22, 2016 Mr. Mentesana had received all shares from this award.

 

In May 2014, Mr. Mentesana received a deferred cash award of $250,000 whereby Mr. Mentesana receives cash awards based on future vesting events.  The vesting occurs in two parts:  1) $125,000 vests in three equal annual installments of $41,667, on March 31,

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2015, 2016 and 2017; and 2) $125,000 vests in three equal installments each time the Company’s 30-day average stock price improves $2.50 per share, starting at $8.75 per share and concluding at $13.75 per share.  The estimated after-tax proceeds of the award are to be used to purchase shares of MMA through open-market purchases.  The award requires the continuous employment of Mr. Mentesana through the term of the agreement with limited exceptions as outlined in the award agreement.  As of March 22, 2016 Mr. Mentesana had received $166,666 (before taxes) as a result of this award.

 

David C. Bjarnason

On July 10, 2015, the registrant and David C. Bjarnason executed an employment agreement effective as of August 3, 2015 pursuant to which Mr. Bjarnason became an Executive Vice President of the Company immediately and became Chief Financial Officer effective August 17, 2015. The employment agreement has a three year term ending on August 2, 2018 and provides for an annualized base compensation for calendar years 2015 through 2018 of $400,000, $400,000, $440,000 and $480,000, respectively, subject to additional increases at the discretion of the Compensation Committee.  The employment agreement contains the following terms and conditions:

 

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DIRECTORS’ COMPENSATION

 

The following table sets forth the compensation earned by the non-employee members of the Board of Directors for services rendered during the year ended December 31, 2015:    

 

 

 

 

 

There are no stock options held by non-employee directors as of December 31, 2015.

 

Narrative to the Director Compensation Table

 

Directors who are employees of MMA do not receive additional fees for their service as a director; therefore Mr. Falcone does not receive any fees for his service as a director. 

 

In November 2010, the Board approved the 2010 Non-Employee Directors’ Compensation Plan (the “2010 Plan”) which provided for total annual compensation of $50,000, one-half of which is to be paid in cash, and one-half of which is to be paid as an equity award of shares.  In November 2012, the Board approved the 2012 Non-Employee Directors’ Compensation Plan (the “2012 Plan”) which provided for the same form and amount of compensation as the 2010 Plan, one-half cash and one-half as an equity award, with the exception of incorporating non-qualified stock options (“Options”) as an alternative equity award, in addition to shares, beginning with calendar year 2013.  As with the 2010 Plan, the annual equity awards under the 2012 Plan are limited to $25,000 annually, as measured on the date of grant.  Under the 2010 Plan the stock awards were determined by formula each quarter and the shares were then immediately issued and vested, unless the Board member elected, prior to the start of the calendar compensation year, to received deferred shares.  Under the 2012 Plan, the stock awards are determined by formula each quarter (in the case of share awards) or annually (in the case of Option awards).  Options will vest quarterly during the year of service, while stock awards will be immediately issued and vested each quarter, unless the Board member elects to defer compensation prior to the start of the calendar compensation year.

 

In March 2015, the Board approved amendments to the 2012 Plan which provides for annual base compensation of $60,000, one-half of which is to be paid in cash, and one-half of which is to be paid as an equity award of shares.  In addition, the amendment provides for an additional fee payable to directors that chair a committee of the Board as follows:  a $10,000 fee to be paid for chairmanship of either the Compensation or Governance Committees; a $15,000 fee payable for chairmanship of the Audit Committee; and a $20,000 fee payable for chairmanship of the Board.  In each case, the additional fee is payable one-half in cash and one-half in equity awards.  Compensation under the amendment to the 2012 Plan was effective January 1, 2015. 

 

Beginning prior to the 2010 Plan, and continuing with the subsequent plans,  a director may elect to defer his or her annual equity award compensation.  The election to defer compensation must be made prior to the start of the calendar year in which the compensation is to be earned.  If the director elects to defer the receipt of shares, the director will, nonetheless, receive dividends on the shares (to the extent declared by the Board for all common shares) during the deferral period. Director participants may elect that the deferred amounts, plus earnings, be distributed either upon retirement from the Board or on an interim distribution date.  If a distribution date is not specified in the election, shares will be settled no more than 90 days after the participant’s separation from service on the Board.  Distributions are either in a lump sum, or based on the director’s distribution election made at the time of the deferral, in two-to-10 year installments.  Once a distribution election is made, the election is irrevocable.  A distribution election may be changed for future years by filing a new election prior to the first day of the subsequent calendar year.  Notwithstanding the foregoing, a participant may receive any amounts deferred by the participant in the event of an “Unforeseeable Emergency” as defined by the 2010 and 2012 Plans.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table, contains information about the number of our common shares that were beneficially owned on March 22,  2016, by each of our five percent holders, plus our directors, our Named Executive Officers and our directors and executive officers as a group.

 

 

 

 

 

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Equity Compensation Plan Information

 

The following table contains information regarding common shares authorized for issuance under our equity compensation plans as of December 31, 2015. 

 

 

 

 

Description of Plans Not Approved by Shareholders

 

The 2009, 2010 and 2012 MMA Capital Management, LLC Non-Employee Directors’ Compensation Plans (individually the “2009 DSP”, “2010 DSP” and “2012 DSP”, or collectively the “DSP Plans”) serve the interests of the Company and its shareholders by providing a means to attract and retain highly qualified persons to serve as non-employee directors of the Company and to promote ownership by such directors of a greater proprietary interest in the Company, thereby aligning such directors’ interests more closely with the interests of shareholders of the Company.  Collectively the DSP Plans provide for certain equity awards as part of the general compensation of the directors.  With respect to the 2009 Plan and 2012 Plan, types of awards include shares in lieu of cash, restricted shares and non-qualified stock options.  For the 2010 Plan,  only shares in lieu of other awards, share awards, or restricted shares were permitted.  For the 2010 Plan and the 2012 Plan, the annual limit for equity award compensation is 50% of total fees, as measured on the date of grant.  In the case of option awards the measurement of compensation occurs as of the date of grant and the compensation will be counted toward the annual limit for the year in which the option award vests.    All vesting terms are set at the discretion of the Compensation Committee subject to certain operating provisions of the DSP Plans, such as the change of control provisions of the plan. 

 

The 2010 MMA Capital Management, LLC Share Incentive Plan (“2010 ESP”) serves the interests of the Company and its shareholders by providing a means to attract, retain, and reward executive officers and other key individuals of the Company and its subsidiaries, to link compensation to measures of the Company’s performance in order to provide additional share-based incentives to such individuals for the creation of shareholder value, and to promote a greater proprietary interest in the Company, thereby aligning such individuals’ interests more closely with the interests of shareholders of the Company.  The 2010 ESP provides for up to 600,000 shares to be awarded at the discretion of the share incentive committee (“SIC”, currently the Compensation Committee of the Board).  The types of awards available under the 2010 ESP, include non-qualified stock options, stock appreciation rights (“SARs”), including limited SARs,  restricted shares, deferred shares, and shares granted as a bonus or in lieu of other awards.  Beginning in March 2013 no participant may receive greater than 50,000 share awards during any calendar year.  All vesting terms are set at the discretion of the SIC subject to certain operating provisions of the 2010 ESP, such as the change of control provisions of the plan.

 

 

Other Stock Ownership

 

Based on a Form 13G filed with the SEC by The Halis Trust on February 16, 2016, the Company recognizes one shareholder with at least 5% of ownership.  In addition, due to share purchases and options that became exercisable during calendar year 2016 our Chief Executive Officer, Michael L. Falcone, is also deemed to beneficially own 5% of the Company at this time.

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Related Party and Affiliate Transactions 

 

 

There are no material related party relationships or transactions to report in the current proxy. 

 

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Proposal 2 -- AdVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, and Section 14A of the Exchange Act, enable our shareholders to vote to approve on a non-binding advisory basis the compensation of the Company’s Named Executive Officers as disclosed in the “Executive Compensation” section of this proxy statement, including the compensation tables and the related narrative.

While this advisory vote on executive compensation is non-binding, the Board and the Compensation Committee will review the voting results and seek to determine the cause or causes of any significant negative voting result. Voting results provide little detail by themselves, and we may consult directly with shareholders to better understand issues and concerns not previously presented. The Board and management understand that it may be useful and appropriate to seek the views of shareholders when considering the design and implementation of executive compensation programs.

The Board of Directors asks you to indicate your support for our named executive officer compensation as described in this proxy statement and as set forth below:

RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Named Executive Officers, as described in the “Executive Compensation” section of this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and other narrative executive compensation disclosures.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF OUR NAMED EXECUTIVE OFFICER COMPENSATION.

 

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PROPOSAL 3 -- RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED ACCOUNTING FIRM

 

Upon the recommendation of the Audit Committee, the Board of Directors has appointed KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.  Representatives from KPMG are expected to be present at the meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate inquiries.

 

Before making its recommendation to the Board of Directors for appointment of KPMG, the Audit Committee carefully considered that firm’s qualifications as the Company’s independent registered public accounting firm, which included a review of KPMG’s performance in prior years, as well as its reputation for integrity and competence in the fields of accounting and auditing.  The Audit Committee expressed its satisfaction with KPMG in these respects.

 

The Company is asking its shareholders to ratify the selection of KPMG as the Company’s independent registered public accounting firm.  Although ratification is not required by our Bylaws or otherwise, the Board of Directors is submitting the selection of KPMG to shareholders for ratification because the Company values its shareholders’ views on the Company’s independent registered public accounting firm and as a matter of good corporate governance practice.  If ratification is not obtained, the Audit Committee intends to continue the engagement of KPMG at least through the end of the 2016 fiscal year but will consider whether it is appropriate to select a different independent registered public accounting firm in the future.  Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year or in subsequent years if it determines that such a change would be in the best interests of the Company and its shareholders.

 

The Board of Directors unanimously recommends that you vote FOR the ratification of appointment of the independent registered public accounting firm, as set forth above.

 

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Independent Registered Public Accounting Firm

 

KPMG is the independent registered public accounting firm that has audited our financial statements since 2007.

 

Audit and Audit-Related Fees

 

The Audit Committee is responsible for retaining and terminating the Company’s independent registered public accounting firm and for pre-approving the performance of any services by the independent registered public accounting firm. In addition, the Audit Committee is responsible for monitoring the independence and performance of the Company’s independent registered public accounting firm and internal audit function and for presenting its conclusions with respect to the independent registered public accounting firm to the full Board of Directors.

 

Pre-approval Policies and Procedures

 

The Audit Committee has written policies and procedures regarding pre-approval of services to MMA by its principal independent registered public accountants.  Its policy is to pre-approve all auditing services and non-audit services (subject to de minimis exceptions).  All of the audit, audit-related and tax services for which we were billed by our principal independent public accounting firm for 2015 and 2014 were pre-approved by the Audit Committee.  

 

Audit and Audit-Related Fees

 

The audit fees and other fees billed by our independent registered public accounting firm, KPMG, for work performed during 2015 and 2014 are as follows: 

 

 

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Audit Committee Report

 

The Audit Committee has reviewed and discussed with management the audited financial statements of MMA Capital Management, LLC for the fiscal year ended December 31, 2015.  The Audit Committee has discussed with KPMG the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA) Professional Standards, Vol. 1, and Auditing Standard 16 (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board (the “PCAOB”).  The Audit Committee has received the written disclosures and the letter from KPMG required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) regarding KPMG’s communications with the Audit Committee concerning independence, and has discussed with KPMG the independence of KPMG.

 

Based on the review and discussions referred to in the paragraph above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our annual report on Form 10-K for the fiscal year ended December 31, 2015.  This report is furnished by the Audit Committee of our Board of Directors, whose members are:

 

Steven S. Bloom, Chairman

J.P. Grant, III

Frederick Puddester

Francis X. Gallagher, Jr.

 

As required by the Amended and Restated Charter (the “Charter”) of the Audit Committee, the members of the Audit Committee hereby report that the Audit Committee has a formal documented charter setting forth the Audit Committee’s duties and that the Audit Committee has satisfied its obligations under such charter during the year ended December 31, 2015.  

 

Mr. Bloom was appointed to the committee on August 7, 2013 and named chairman on November 8, 2013.

 

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II.OTHER MATTERS

 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Section 16(a) of the Exchange Act requires our directors and executive officers to file reports of changes in ownership of our equity securities with the SEC.  SEC regulations require that directors and executive officers furnish to us copies of all Section 16(a) forms they file.  To the best of our knowledge, based solely on review of the copies of the reports that were furnished to us and written representations that no other reports were required, we believe that all required filings were made in a timely manner during the fiscal year ended December 31, 2015.    

 

SHAREHOLDERS SHARING THE SAME ADDRESS

The Securities and Exchange Commission has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple shareholders who reside at the same address may receive a single copy of our annual report and proxy materials, including the Notice of Internet Availability of Proxy Materials, unless the affected shareholder has provided contrary instructions. This procedure reduces printing costs and postage fees.

Once again this year, a number of brokers with account holders who beneficially own our common shares will be “householding” our annual report and proxy materials, including the Notice of Internet Availability of Proxy Materials. A single Notice of Internet Availability of Proxy Materials and, if applicable, a single set of the annual report and other proxy materials will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Shareholders may revoke their consent at any time by contacting Investor Relations Department, MMA Capital Management, LLC, 3600 O’Donnell Street, Suite 600, Baltimore, Maryland 21224.  

Upon written or oral request, MMA Capital Management, LLC will promptly deliver a separate copy of the Notice of Internet Availability of Proxy Materials and, if applicable, a separate set of proxy materials to any beneficial owner at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice of Internet Availability of Proxy Materials and, if applicable, a separate set of proxy materials, you may write or call MMA Capital Management, LLC’s Investor Relations Department at MMA Capital Management, LLC, 3600 O’Donnell Street, Suite 600 St, Baltimore, Maryland 21224,  (855) 650-6932.

Any shareholders who share the same address and currently receive multiple copies of our Notice of Internet Availability of Proxy Materials or annual report and other proxy materials, who wish to receive only one copy in the future, can contact their bank, broker or other holder of record to request information about householding.

 FORM 10-K

MMA CAPITAL MANAGEMENT, LLC WILL MAIL TO ANY SHAREHOLDER, WITHOUT CHARGE, UPON WRITTEN REQUEST, A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENTS, SCHEDULES AND LIST OF EXHIBITS, AND ANY PARTICULAR EXHIBIT SPECIFICALLY REQUESTED. REQUESTS SHOULD BE SENT TO: MMA CAPITAL MANAGEMENT, LLC, 3600 O’DONNELL STREET, SUITE 600, BALTIMORE, MARYLAND 21224, ATTN: INVESTOR RELATIONS. THE ANNUAL REPORT ON FORM 10-K IS ALSO AVAILABLE AT www.mmacapitalmanagement.com.  

 

Other Business

 

The Board of Directors is not aware of any other matters which may come before the meeting. It is the intention of the persons named in the enclosed proxy to vote all shares represented by proxies in accordance with their best judgment if any other matters properly come before the meeting.

 

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Shareholder Proposals

 

In accordance with the rules and regulations promulgated under the Exchange Act, shareholder proposals to be acted on at the Company’s annual meeting of shareholders to be held in 2017 (the “2017 annual meeting”) and included in the Company’s proxy statement and proxy for that meeting must be received by the Secretary of the Company no later than December 5, 2016 (which is 120 days prior to the first anniversary of the date of this proxy statement).  After that date, shareholder proposals to be acted on at the 2017 annual meeting may be submitted to the Secretary of the Company in accordance with the provisions of our bylaws described in the next paragraph, but they may not be included in the proxy statement and proxy for that meeting. 

 

In accordance with our bylaws shareholder proposals to be acted on at the 2017 annual meeting that are not received in time to be included in our proxy statement will be untimely if received by the Secretary of the Company earlier than the close of business on February 17, 2017 (which is 90 days before the first anniversary date of this year’s annual meeting) or later than the close of business on March 18, 2017 (which is 60 days before the first anniversary date of this year’s annual meeting).  If the date of the 2017 annual meeting is advanced by more than 30 days or delayed by more than 60 days from the first anniversary of the date of this year’s annual meeting, shareholders will be advised of such change and of the new date for submission of proposals.  All shareholder proposals must be delivered to the attention of the Company’s Secretary at our Baltimore offices located at 3600 O’Donnell Street, Suite 600, Baltimore, MD 21224.

 

 

 

Dated: April 4,  2016

 

 

 

 

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.

 

 

 

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