POST PROPERTIES, INC.
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. )
|
|
|
Filed by the Registrant x |
|
Filed by a Party other than the Registrant o |
|
|
Check the appropriate box: |
|
|
|
o Preliminary Proxy Statement |
|
o
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
|
x Definitive Proxy Statement |
|
o Definitive Additional Materials |
|
o
Soliciting Material Pursuant to §240.14a-12 |
Post Properties, Inc.
(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):
|
|
|
x No fee required. |
|
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11. |
|
|
|
1) Title of each class of securities to which transaction applies: |
|
|
|
2) Aggregate number of securities to which transaction applies: |
|
|
|
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
|
|
|
4) Proposed maximum aggregate value of transaction: |
|
|
|
o Fee paid previously with preliminary materials. |
|
|
|
o 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. |
|
|
|
1) Amount Previously Paid: |
|
|
|
2) Form, Schedule or Registration Statement No.: |
April 4,
2007
Dear Shareholder:
We cordially invite you to attend the 2007 Annual Meeting of
Shareholders of Post Properties, Inc. to be held on Thursday,
May 24, 2007, at 9:00 a.m. local time at the Hotel
Crescent Court, 400 Crescent Court, Dallas, Texas 75201.
The items of business are listed in the following Notice of
Annual Meeting of Shareholders and are more fully addressed in
the Proxy Statement.
Please date, sign, and return your proxy card in the enclosed
envelope or vote by telephone or over the Internet to assure
that your shares will be represented and voted at the Annual
Meeting even if you cannot attend. If you attend the Annual
Meeting, you may vote your shares in person even though you have
previously signed and returned your proxy card, voted by
telephone or voted over the Internet.
On behalf of your board of directors, thank you for your
continued support and interest in Post Properties, Inc.
Sincerely,
Robert C. Goddard, III
Chairman of the Board
POST
PROPERTIES, INC.
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD MAY 24,
2007
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders
of Post Properties, Inc. will be held at the Hotel Crescent
Court, 400 Crescent Court, Dallas, Texas 75201 on Thursday,
May 24, 2007, at 9:00 a.m. local time, for the
following purposes:
(1) to elect nine directors for a one-year term,
(2) to ratify the appointment of Deloitte & Touche
LLP as our independent registered public accountants for
2007, and
(3) to transact such other business as may properly come
before the Annual Meeting or any adjournment or postponement of
the Annual Meeting.
Only the holders of record of common stock of Post Properties,
Inc. at the close of business on March 26, 2007 are
entitled to notice of and to vote at the Annual Meeting of
Shareholders and any adjournment or postponement of the Annual
Meeting. A list of shareholders as of the close of business on
March 26, 2007 will be available at the Annual Meeting of
Shareholders for examination by any shareholder, his agent or
his attorney.
Your attention is directed to the Proxy Statement provided with
this Notice.
By Order of the Board of Directors,
Sherry W. Cohen
Executive Vice President
and Corporate Secretary
Atlanta, Georgia
April 4, 2007
Your vote is important. Whether or not you expect to attend
the Annual Meeting, please complete, sign and date the enclosed
proxy and return it promptly in the enclosed envelope, which
does not require any postage if mailed in the United States. You
also may vote your shares over the Internet or by telephone as
described on your proxy card. If you attend the Annual Meeting,
you may revoke the proxy and vote your shares in person.
TABLE OF
CONTENTS
|
|
|
|
|
|
|
|
1
|
|
|
|
|
6
|
|
|
|
|
6
|
|
|
|
|
8
|
|
|
|
|
8
|
|
|
|
|
10
|
|
|
|
|
10
|
|
|
|
|
11
|
|
|
|
|
12
|
|
|
|
|
12
|
|
|
|
|
12
|
|
|
|
|
15
|
|
|
|
|
15
|
|
|
|
|
16
|
|
|
|
|
20
|
|
|
|
|
20
|
|
|
|
|
32
|
|
|
|
|
33
|
|
|
|
|
35
|
|
|
|
|
36
|
|
|
|
|
36
|
|
|
|
|
37
|
|
|
|
|
38
|
|
|
|
|
44
|
|
|
|
|
45
|
|
|
|
|
46
|
|
|
|
|
46
|
|
|
|
|
46
|
|
|
|
|
47
|
|
|
|
|
48
|
|
|
|
|
49
|
|
|
|
|
49
|
|
|
|
|
50
|
|
|
|
|
51
|
|
|
|
|
52
|
|
|
|
|
52
|
|
|
|
|
52
|
|
|
|
|
52
|
|
|
|
|
53
|
|
|
|
|
A-1
|
|
Appendix B Audit Committee Charter
|
|
|
B-1
|
|
POST
PROPERTIES, INC.
One Riverside
4401 Northside Parkway, Suite 800
Atlanta, Georgia
30327-3057
PROXY
STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 24, 2007
GENERAL
INFORMATION
Our 2007 Annual Meeting of Shareholders will be held on
Thursday, May 24, 2007, at the Hotel Crescent Court, 400
Crescent Court, Dallas, Texas 75201, beginning promptly at
9:00 a.m. local time. The enclosed form of proxy is
solicited by our board of directors. We anticipate that this
Proxy Statement and the accompanying proxy card will first be
mailed to holders of our common stock on or about April 4,
2007.
Why am I
receiving this Proxy Statement and proxy card?
You are receiving a Proxy Statement and proxy card from us
because you own shares of our common stock. This Proxy Statement
describes issues on which we would like you, as a shareholder,
to vote. It also gives you information on these issues so that
you can make an informed decision.
When you sign the proxy card, you appoint David P. Stockert and
Sherry W. Cohen as your representatives at the Annual Meeting.
Mr. Stockert and Ms. Cohen will vote your shares at
the Annual Meeting as you have instructed them on the proxy
card. This way, your shares will be voted whether or not you
attend the Annual Meeting. Even if you plan to attend the Annual
Meeting, it is a good idea to complete, sign and return your
proxy card, vote by telephone or vote over the Internet in
advance of the Annual Meeting just in case your plans change.
If an issue comes up for vote at the Annual Meeting that is not
on the proxy card, Mr. Stockert and Ms. Cohen will
vote your shares, under your proxy, at their discretion.
What is
the record date?
The record date is set for March 26, 2007. Only holders of
record of common stock as of the close of business on this date
will be entitled to vote at the Annual Meeting.
How many
shares are outstanding?
As of the record date, we had 43,584,377 shares of common
stock outstanding in addition to 647,564 outstanding partnership
units in Post Apartment Homes, L.P., which are exchangeable for
shares of common stock on a
one-for-one
basis. Only shares of common stock outstanding as of the record
date will be eligible to vote at the Annual Meeting.
What am I
voting on?
You are being asked to vote on the following:
|
|
|
|
|
the election of nine directors for a one-year term, and
|
|
|
|
|
|
the ratification of the appointment of Deloitte &
Touche LLP as our independent registered public accountants for
2007.
|
No cumulative voting rights are authorized, and dissenters
rights are not applicable to the matters being voted upon.
How do I
vote?
If you are a registered shareholder, meaning that your shares
are registered in your name, you have four voting options. You
may vote:
|
|
|
|
|
over the Internet at the web address shown on your proxy card
(if you have access to the Internet, we encourage you to vote in
this manner),
|
|
|
|
by telephone through the number shown on your proxy card,
|
|
|
|
by signing your proxy card and mailing it in the enclosed
prepaid and addressed envelope, or
|
|
|
|
by attending the Annual Meeting and voting in person.
|
Please follow the directions on your proxy card carefully.
Are
voting procedures different if I hold my shares in the name of a
broker, bank or other nominee?
If your shares are held in street name through a
broker, bank or other nominee, please refer to the instructions
they provide regarding how to vote your shares or to revoke your
voting instructions. The availability of telephone and Internet
voting depends on the voting processes of the broker, bank or
other nominee.
What if I
return my proxy card but do not provide voting
instructions?
If you return a signed proxy card but do not provide voting
instructions, your shares will be voted for the nine
named director nominees and for the ratification of the
independent registered public accountants.
Can all
shareholders vote in person at the Annual Meeting?
We will pass out written ballots to anyone who wants to vote at
the Annual Meeting. If you hold your shares through a broker,
bank or other nominee, you must bring with you a legal proxy
from your broker, bank or other nominee authorizing you to vote
such shares in order to vote at the Annual Meeting.
What does
it mean if I receive more than one proxy card?
It means that you have multiple accounts with the transfer agent
and/or with
a broker, bank or other nominee. Please vote all of the shares
you own.
What if I
change my mind after I return my proxy card?
You may revoke your proxy and change your vote at any time
before the polls close at the Annual Meeting. You may do this by:
|
|
|
|
|
voting again over the Internet or by telephone prior to
12:00 a.m., Eastern Time, on May 24, 2007.
|
2
|
|
|
|
|
signing another proxy card with a later date,
|
|
|
|
voting in person at the Annual Meeting, or
|
|
|
|
giving written notice to the Corporate Secretary of Post
Properties.
|
How many
votes do you need to hold the Annual Meeting?
In order for us to conduct the Annual Meeting, we must have a
quorum, which means that a majority of our outstanding shares of
common stock as of the record date must be present at the Annual
Meeting. Your shares will be counted as present at the Annual
Meeting if you:
|
|
|
|
|
vote over the Internet or by telephone,
|
|
|
|
properly submit a proxy card (even if you do not provide voting
instructions), or
|
|
|
|
attend the Annual Meeting and vote in person.
|
Will my
shares be voted if I do not sign and return my proxy card, vote
over the Internet, vote by telephone or vote in person at the
Annual Meeting?
If you are a registered shareholder, meaning that your shares
are registered in your name, and you do not vote by using the
Internet, by telephone or by signing and returning your proxy
card or by voting in person at the Annual Meeting, then your
shares will not be voted and will not count in deciding the
matters presented for consideration in this Proxy Statement.
If your shares are held in street name through a
broker, bank or other nominee and you do not vote your shares,
your broker, bank or other nominee may vote your shares on your
behalf under certain circumstances.
On certain routine matters, including the election
of directors and the ratification of the independent registered
public accountants described in this Proxy Statement, brokerage
firms have authority under New York Stock Exchange (or NYSE)
rules to vote their customers shares if their customers do
not provide voting instructions. When a brokerage firm votes its
customers shares on a routine matter without receiving
voting instructions, these shares are counted both for
establishing a quorum to conduct business at the Annual Meeting
and in determining the number of shares voted for or
against the routine matter.
We encourage you to provide instructions to your brokerage firm
by voting your proxy. This action ensures your shares will be
voted at the Annual Meeting.
How are
votes counted?
For Proposal 1 Election of
Directors, you may vote for all nominees,
withhold from all nominees or withhold from
individual nominees. For Proposal 2
Ratification of the Appointment of the Independent Registered
Public Accountants, you may vote for, against or
abstain from the proposal. If you just sign your proxy
card with no further instructions, your shares will be counted
as a vote for each director nominee and for the
ratification of the appointment of the independent registered
public accountants.
What if I
abstain from voting?
Abstentions with respect to a proposal are counted for purposes
of establishing a quorum. If a quorum is present, abstentions
will have no effect on the outcome of the vote.
3
How many
votes are needed to elect directors?
Directors are elected by a plurality vote. As a result, the nine
director nominees receiving the highest number of for
votes will be elected as directors.
In 2006, we adopted a Policy on Majority Voting. The policy sets
forth our procedures if a nominee is elected, but receives a
majority of withheld votes. In an uncontested election,
any nominee for director who receives a greater number of votes
withheld from his or her election than votes for
such election is required, within five days, to tender his
or her resignation. Our Nominating and Corporate Governance
Committee is required to make a recommendation to the board of
directors with respect to the resignation. The board of
directors is required to take action with respect to this
recommendation and to disclose its decision-making process. The
policy is more fully described under the caption Corporate
Governance Policy on Majority Voting.
How many
votes are needed to approve the proposal to ratify the
appointment of the independent registered public
accountants?
Under Georgia law, for the proposal to pass, the for
votes cast at the Annual Meeting must exceed the against
votes cast at the Annual Meeting.
What
happens if a director nominee is unable to stand for
election?
The board of directors may, by resolution, provide for a lesser
number of directors or designate a substitute nominee. In the
latter event, shares represented by proxies will be voted for
the substitute nominee. Proxies cannot be voted for more
than nine director nominees at the Annual Meeting.
Where can
I find the voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual
Meeting. We will publish the final results in our quarterly
report on
Form 10-Q
for the second quarter of 2007. We will file that report with
the Securities and Exchange Commission (or SEC), and you can get
a copy from:
|
|
|
|
|
our website at www.postproperties.com by clicking on the
Investors Relations link, followed by the SEC Filings tab,
|
|
|
|
the SECs website at www.sec.gov,
|
|
|
|
the SEC at (800) SEC-0330, or
|
|
|
|
our Corporate Secretary at Post Properties, Inc., One Riverside,
4401 Northside Parkway, Suite 800, Atlanta, Georgia
30327-3057.
|
Who will
pay for the costs of soliciting proxies?
We will bear the costs of soliciting proxies. In an effort to
have as large a representation at the Annual Meeting as
possible, one or more of our employees, in certain instances,
may personally make special solicitations of proxies either by
telephone or mail. We also will reimburse brokers, banks,
nominees and other fiduciaries for postage and reasonable
clerical expenses of forwarding the proxy materials to the
beneficial owners of our common stock. In addition, we have
retained Innisfree M&A Incorporated to assist in the
solicitation of proxies with respect to shares of our common
stock held of record by brokers, nominees and institutions and,
in certain cases, by other holders. Such solicitation may be
made through the use of mail, by telephone or by personal calls.
The anticipated cost of the services of Innisfree
M&A Incorporated is $8,500 plus expenses.
4
How can I
obtain a copy of the 2006 annual report to shareholders and the
2006 annual report on
Form 10-K?
Our annual report to shareholders for the year ended
December 31, 2006, which includes our
Form 10-K
for the year ended December 31, 2006, accompanies this
Proxy Statement. However, the annual report forms no part of the
material for the solicitation of proxies.
Each of these reports may be accessed through our website at
www.postproperties.com by clicking on the Investor
Relations link, followed by the Financial Reports tab. In
addition, our annual report on
Form 10-K
for the year ended December 31, 2006 is available from the
SECs website at www.sec.gov. At the
written request of any common shareholder who owns common stock
as of the close of business on the record date, we will provide,
without charge, additional copies of our annual report on
Form 10-K,
including the financial statements and financial statement
schedule, as filed with the SEC, except exhibits thereto. If
requested by eligible shareholders, we will provide copies of
the exhibits for a reasonable fee. Requests for copies of our
annual report on
Form 10-K
should be mailed to:
Post Properties, Inc.
One Riverside
4401 Northside Parkway, Suite 800
Atlanta, Georgia
30327-3057
Attention: Corporate Secretary
5
PROPOSAL 1
ELECTION OF DIRECTORS
Our bylaws provide that at least three and no more than fifteen
directors shall constitute the full board of directors.
Currently, our board of directors consists of ten members. The
term of Nicholas B. Paumgarten expires at this years
Annual Meeting, and he has decided not to stand for re-election.
The board intends to reduce its size to nine members effective
immediately following the Annual Meeting. All of the nine
nominees have served as directors since our last Annual Meeting.
Each director is elected annually to serve until the next Annual
Meeting and until their respective successor is elected.
Upon the recommendation of our independent Nominating and
Corporate Governance Committee, the board of directors has
nominated Robert C. Goddard, III, David P. Stockert, Herschel M.
Bloom, Douglas Crocker II, Walter M. Deriso, Jr.,
Russell R. French, Charles E. Rice, Stella F. Thayer and Ronald
de Waal to stand for re-election at the Annual Meeting.
The following list sets forth the names of the nominees for
director and contains certain biographical information,
including a brief description of principal occupation and
business experience during at least the past five years,
directorships of companies presently held, and certain other
information. This information has been furnished by the
respective individuals.
Nominees
for Election
Robert C. Goddard, III has been a director of Post
Properties since May 2002 and Chairman of the Board since
February 2003. Since July 2000, Mr. Goddard has been
Chairman and Chief Executive Officer of Goddard Investment
Group, LLC, a commercial real estate investment firm focusing in
the Atlanta, Dallas, Houston, Denver and Miami markets. From
1988 to December 2000, Mr. Goddard served as Chairman and
Chief Executive Officer of the NAI/Brannen Goddard Company, a
real estate firm. Mr. Goddard is 52 years old.
David P. Stockert has been a director of Post Properties
since May 2002. Since July 2002, Mr. Stockert has been
President and Chief Executive Officer of Post Properties. From
January 2001 to June 2002, Mr. Stockert served as Post
Properties President and Chief Operating Officer. From
July 1999 to October 2000, Mr. Stockert was Executive Vice
President of Duke Realty Corporation, a publicly traded real
estate company. From June 1995 to July 1999, Mr. Stockert
was Senior Vice President and Chief Financial Officer of Weeks
Corporation, also a publicly traded real estate company that was
a predecessor by merger to Duke Realty Corporation.
Mr. Stockert is 44 years old.
Herschel M. Bloom has been a director of Post Properties
since May 1994. Mr. Bloom is currently, and has been for
more than five years, a partner in the law firm of
King & Spalding LLP. Mr. Bloom is 64 years
old.
Douglas Crocker II has been a director of Post
Properties since May 2004. From 1993 until 2002,
Mr. Crocker served as Trustee, President and Chief
Executive Officer of Equity Residential, a real estate
investment trust focusing on apartment communities. He served as
Vice Chairman of the Board of Trustees of Equity Residential
from January 2003 through May 2003. In addition to serving on a
number of nonprofit boards, Mr. Crocker also is a director
of Wellsford Real Properties, Inc., Ventas, Inc., Acadia Realty
Trust and Reckson Associates Realty Group. Mr. Crocker is
66 years old.
Walter M. Deriso, Jr. has been a director of Post
Properties since May 2004. Mr. Deriso currently serves as
Chairman of the Board of Atlantic Capital Bank (In
Organization), a commercial banking and financial services
provider. From 1997 to February 2005, Mr. Deriso served as
Vice Chairman of Synovus Financial Corp., a diversified
financial services company. Mr. Deriso also served as
Chairman of the Board of Security Bank and Trust Company of
Albany, a subsidiary of Synovus, through July 2006.
Mr. Deriso is 60 years old.
6
Russell R. French has been a director of Post Properties
since July 1993. Mr. French is currently, and has been for
more than five years, a member of Moseley &
Co. III. In addition, Mr. French has been a member of
MKFJ-IV, LLC since 1998 and a member of Moseley &
Co. V, LLC since 2000. Each of Moseley &
Co. III, MKFJ-IV, LLC and Moseley & Co. V,
LLC is the general partner of a venture capital fund.
Mr. French is 61 years old.
Charles E. Rice has been a director of Post Properties
since 1997. Since January 2001, Mr. Rice has been Chairman
of Mayport Venture Partners LLC, a venture capital firm. From
December 1998 until January 2001, Mr. Rice served as Vice
Chairman of Corporate Development of Bank of America.
Mr. Rice served as the Chairman of NationsBank, Inc.
(currently Bank of America, Inc.) from January 1998 to October
1998. Mr. Rice served as the Chief Executive Officer of
Barnett Banks, Inc. from 1979 until January 1998 and as the
Chairman of the Board of Barnett Banks, Inc. from 1984 until
January 1998. He is also a member of the Florida Council of 100.
Mr. Rice is 71 years old.
Stella F. Thayer has been a director of Post Properties
since September 2005. Ms. Thayer is currently, and has been
for more than five years, an attorney and shareholder of the law
firm of Macfarlane Ferguson & McMullen. She is also the
President and a director of Tampa Bay Downs, Inc., a member of
the Florida Council of 100, on the Board of Trustees of the
University of South Florida Foundation and on the Board of
Advisors of Columbia Law School. Ms. Thayer is
66 years old.
Ronald de Waal has been a director of Post Properties
since May 2000. Since 1983, Mr. de Waal has been Chairman
of the Board of We International b.v., a Netherlands
corporation, which operates fashion specialty stores in Belgium,
the Netherlands, Switzerland, Germany and France. Mr. de
Waal is also a director of Saks Incorporated. Mr. de Waal
is 55 years old.
The board
of directors recommends a vote FOR the nine director
nominees.
7
CORPORATE
GOVERNANCE
Committees
of the Board of Directors
Audit Committee. The Audit Committee currently
consists of Messrs. Deriso, French and Rice and
Ms. Thayer. The board of directors has determined that
Mr. French, the committee chairman, qualifies as an
audit committee financial expert within the meaning
of SEC rules and regulations. All committee members are
independent as defined in applicable SEC and NYSE rules and
under the director independence standards specified in our
Corporate Governance Guidelines. During 2006, the committee held
eight meetings. The committee chairman also held other meetings
with management
and/or our
independent registered public accounting firm during the year.
The Audit Committee is responsible for, among other things:
|
|
|
|
|
directly appointing, retaining, evaluating, compensating and
terminating our independent registered public accounting firm,
|
|
|
|
discussing with our independent registered public accounting
firm their independence from management,
|
|
|
|
reviewing with our independent registered public accounting firm
the scope and results of their audit,
|
|
|
|
pre-approving all audit and permissible non-audit services to be
performed by our independent registered public accounting firm,
|
|
|
|
overseeing the financial reporting process and discussing with
management and our independent registered public accounting firm
the interim and annual financial statements that we file with
the SEC, and
|
|
|
|
reviewing and monitoring our accounting principles, accounting
policies and financial and accounting controls.
|
Executive Compensation and Management Development
Committee. The Executive Compensation and
Management Development Committee currently consists of
Messrs. Deriso, French and Rice and Ms. Thayer.
Mr. Rice serves as chairman. All committee members are
independent as defined in applicable SEC and NYSE rules and
under the director independence standards specified in our
Corporate Governance Guidelines. During 2006, the committee held
six meetings.
The Executive Compensation and Management Development Committee
is responsible for, among other things:
|
|
|
|
|
annually reviewing and approving our goals and objectives for
executive compensation,
|
|
|
|
annually reviewing and approving for the Named Executive
Officers (1) the annual base salary level, (2) the
annual cash incentive opportunity level, (3) the long-term
incentive opportunity level, and (4) any special or
supplemental benefits or perquisites,
|
|
|
|
reviewing and approving employment agreements, severance
arrangements and change of control agreements for the senior
executive officers, as appropriate,
|
|
|
|
making recommendations and reports to the board of directors
concerning matters of executive compensation,
|
|
|
|
administering our executive incentive plans, and
|
8
|
|
|
|
|
reviewing compensation plans, programs and policies.
|
See Compensation Discussion and Analysis for a description of
the processes and procedures of the Executive Compensation and
Management Development Committee and for additional information
regarding the Executive Compensation and Management Development
Committees role and managements role in determining
compensation for executive officers and directors.
Nominating and Corporate Governance
Committee. The Nominating and Corporate
Governance Committee consists of Messrs. Crocker, Goddard,
Paumgarten and Rice. Mr. Paumgarten currently serves as
chairman. All committee members are independent as defined in
applicable SEC and NYSE rules and under the director
independence standards specified in our Corporate Governance
Guidelines. During 2006, the committee held three meetings. The
committee chairman also held other meetings with management
and/or our
outside advisors during the year.
The Nominating and Corporate Governance Committee is responsible
for, among other things:
|
|
|
|
|
seeking potential candidates to be considered for election to
the board of directors,
|
|
|
|
recommending potential candidates for election to the board of
directors,
|
|
|
|
reviewing corporate governance matters, and
|
|
|
|
making recommendations to the board of directors concerning the
structure and membership of board committees.
|
Strategic Planning and Investment
Committee. The Strategic Planning and Investment
Committee consists of Messrs. Bloom, Crocker, Goddard and
de Waal. Mr. de Waal currently serves as chairman. During
2006, the committee held seven meetings.
The Strategic Planning and Investment Committee is responsible
for, among other things:
|
|
|
|
|
developing a multi-year strategic business plan with our Chief
Executive Officer and other executive officers and reviewing
such plan annually,
|
|
|
|
evaluating and overseeing development, dispositions,
acquisitions and certain investments on behalf of the
company, and
|
|
|
|
reviewing and recommending board approval of certain types of
transactions on behalf of the company and its subsidiaries.
|
The charters of each of the Audit Committee, the Executive
Compensation and Management Development Committee, the
Nominating and Corporate Governance Committee and the Strategic
Planning and Investment Committee and our Corporate Governance
Guidelines may be accessed on our website at
www.postproperties.com by clicking on the Investor
Relations link, followed by the Corporate Governance tab, and
are available in print upon request from our Corporate
Secretary. The Audit Committee Charter is also attached to this
Proxy Statement as Appendix B.
Codes of Business Conduct and Ethics. We have
a Code of Business Conduct, which is applicable to all directors
and employees, including our executive and financial officers.
There is a separate Code of Ethics for Senior Executive and
Financial Officers that applies to our chief executive officer,
chief financial officer and chief accounting officer and persons
performing similar functions. The Code of Business Conduct and
the Code of Ethics are available on our website at
www.postproperties.com by clicking on the Investor
Relations link followed by the Corporate Governance tab. Any
amendments to, or waivers of, the Code of Ethics will be
disclosed on our website promptly following the date of such
amendment or waiver.
9
Selection
of Director Nominees
General Criteria and Process. In identifying
and evaluating director candidates, the Nominating and Corporate
Governance Committee does not set specific criteria for
directors. Under its committee charter, the committee is
responsible for determining desired board skills and attributes
and must consider personal and professional integrity, ability,
judgment and other factors deemed appropriate. As expressed in
our Corporate Governance Guidelines, we generally believe that
candidates should show evidence of leadership in their
particular field, have broad experience and the ability to
exercise sound business judgment, possess the highest personal
and professional ethics, integrity and values, and be committed
to representing the long-term interests of the shareholders.
Directors also must be willing to devote sufficient time to
carrying out their duties and responsibilities effectively and
should be committed to serve on the board for an extended period
of time. The committee may retain a third-party search firm to
identify director candidates and has sole authority to select
the search firm and approve the terms and fees of any director
search engagement.
Shareholder Nominations. We have not adopted a
specific policy regarding consideration of director nominees
from shareholders. Shareholders who wish to recommend nominees
for consideration by the Nominating and Corporate Governance
Committee may submit their nominations in writing to our
Corporate Secretary at the address provided in this Proxy
Statement. The committee may consider such shareholder
recommendations when it evaluates and recommends nominees to the
board of directors for submission to the shareholders at each
annual meeting.
In addition, shareholders may nominate directors for election
without consideration by the Nominating and Corporate Governance
Committee by complying with the eligibility, advance notice and
other provisions of our bylaws. Under our bylaws, a shareholder
is eligible to submit a shareholder nomination if the
shareholder is (1) of record based on the record date for
determining shareholders entitled to vote at the Annual Meeting
and (2) of record on the date the shareholder gives notice
of the nomination to us. The shareholder also must provide
timely notice of the nomination to us. To be timely, the
shareholder must provide advance notice not less than 90 nor
more than 120 calendar days prior to the anniversary date of the
preceding years annual meeting, regardless of any
postponements, deferrals or adjournments of that Annual Meeting
to a later date.
Policy on
Majority Voting
In 2006, we adopted a Policy on Majority Voting. Pursuant to
this policy, in an uncontested election of directors, any
nominee who receives a greater number of votes withheld
from his or her election than votes for his or her
election will, within five days following the certification of
the shareholder vote, tender his or her written resignation to
the chairman of the board for consideration by the Nominating
and Corporate Governance Committee. The Nominating and Corporate
Governance Committee will consider the resignation and, within
45 days following the date of the shareholders
meeting at which the election occurred, will make a
recommendation to the board concerning the acceptance or
rejection of the resignation.
In determining its recommendation to the board, the Nominating
and Corporate Governance Committee will consider all factors
deemed relevant, including:
|
|
|
|
|
the stated reason or reasons why shareholders who cast
withhold votes for the director did so,
|
|
|
|
the qualifications of the director (including, for example,
whether the director serves on the Audit Committee of the board
as an audit committee financial expert and whether
there are one or more other directors qualified, eligible and
available to serve on the Audit Committee in such
capacity), and
|
10
|
|
|
|
|
whether the directors resignation from the board would be
in Post Properties best interests and the best interests
of our shareholders.
|
The Nominating and Corporate Governance Committee also will
consider a range of possible alternatives concerning the
directors tendered resignation as the members of the
Nominating and Corporate Governance Committee deem appropriate,
including:
|
|
|
|
|
acceptance of the resignation,
|
|
|
|
rejection of the resignation, or
|
|
|
|
rejection of the resignation coupled with a commitment to seek
to address and cure the underlying reasons reasonably believed
by the Nominating and Corporate Governance Committee to have
substantially resulted in the withheld votes.
|
Under the policy, the board will take formal action on the
recommendation no later than 75 days following the date of
the shareholders meeting. In considering the
recommendation, the board will consider the information, factors
and alternatives considered by the Nominating and Corporate
Governance Committee and any additional information, factors and
alternatives as the board deems relevant. We will publicly
disclose, in a
Form 8-K
filed with the SEC, the boards decision within four
business days after the decision is made. The board will also
provide a full explanation of the process by which the decision
was made and, if applicable, the boards reason or reasons
for rejecting the tendered resignation.
Director
Independence
As part of our Corporate Governance Guidelines, we have
established director independence standards, a copy of which is
attached hereto as Appendix A. The full text of the
Corporate Governance Guidelines can be found on our website at
www.postproperties.com by clicking on the Investor
Relations link, followed by the Corporate Governance tab. A
written copy of our Corporate Governance Guidelines may also be
obtained upon request from our Corporate Secretary. Our director
independence standards meet or exceed the requirements of SEC
rules and regulations, the NYSE listing standards and the
Internal Revenue Code.
As required by the Corporate Governance Guidelines, the board of
directors reviewed and analyzed the independence of each
director and director nominee. The purpose of the review was to
determine whether any particular relationships or transactions
involving directors or their affiliates or immediate family
members were inconsistent with a determination that the director
is independent for purposes of serving on the board and its
committees. During this review, the board examined whether there
were any transactions
and/or
relationships between directors or their affiliates or immediate
family members and the company and the substance of any such
transactions or relationships.
As a result of this review, the board of directors affirmatively
determined that the following directors are independent for
purposes of serving on the board and met the requirements set
forth in our director independence standards:
Messrs. Goddard, Bloom, Crocker, Deriso, French,
Paumgarten, Rice and de Waal and Ms. Thayer. The board
further determined that all members of the Audit Committee,
Executive Compensation and Management Development Committee and
Nominating and Corporate Governance Committee are independent.
Mr. Stockert is not considered independent because he is an
executive officer of the company. Herschel M. Bloom, one of our
directors, is a partner in the law firm of King &
Spalding LLP. King & Spalding LLP provided legal
services to us during fiscal 2006. Fees for these legal services
represented less than 2% of King & Spalding LLPs
revenues during the last three fiscal years. The amounts did not
exceed the limits set forth in our director independence
standards or in the NYSEs corporate governance rules. In
concluding that Mr. Bloom is independent, the board
considered these factors and determined that
Mr. Blooms relationship with the company was
immaterial and would not influence Mr. Blooms
exercise of independent judgment as a director.
11
Meetings
of the Board of Directors
During 2006, our board of directors held six meetings. All
directors attended 75% of all board and committee meetings.
Directors are encouraged, but not required, to attend the annual
shareholders meeting. All directors who were directors at the
time of the 2006 annual shareholders meeting attended the
meeting.
Executive
Sessions of Non-Management Directors
Pursuant to the Corporate Governance Guidelines, Robert C.
Goddard, III, our non-executive chairman of the board,
presides at regularly scheduled executive sessions of our
non-management directors.
Director
Compensation
We pay our non-employee directors fees for their services as
directors. During fiscal year 2006, our directors received:
|
|
|
|
|
an annual retainer of $25,000 for each non-employee director,
|
|
|
|
a board meeting attendance fee of $1,500 per meeting for
each non-employee director,
|
|
|
|
a committee meeting attendance fee of $1,000 per meeting
(including chairman-only meetings) for each
non-employee director,
|
|
|
|
an additional annual retainer for the Audit Committee chairman
of $7,500,
|
|
|
|
an additional annual retainer of $2,500 for the chairmen of the
Executive Compensation and Management Development Committee, the
Nominating and Corporate Governance Committee and the Strategic
Planning and Investment Committee,
|
|
|
|
an annual grant of options to purchase 2,500 shares of
common stock at an exercise price equal to 100% of the closing
price of the common stock on the NYSE on the grant date to each
non-employee director who has served on the board of directors
for more than one year, as of December 31 of such year,
with such shares vesting one-third each year over a three-year
period beginning on the grant date,
|
|
|
|
an annual grant of the number of shares of restricted stock
equal to $15,000 divided by the closing price of the common
stock on the NYSE on the grant date to each non-employee
director who has served on the board of directors for more than
one year, as of December 31 of such year, with such shares
vesting one-third each year over a three-year period beginning
on the grant date, and
|
|
|
|
on the date of each new non-employee directors initial
appointment to the board of directors, a grant of
(1) options to purchase 5,000 shares of common stock
at an exercise price equal to 100% of the closing price of the
common stock on the NYSE on the grant date and (2) the
number of shares of restricted stock equal to $7,500 divided by
the closing price of the common stock on the NYSE on the grant
date, with both the stock options and restricted stock vesting
one-third each year over a three-year period beginning on the
grant date.
|
Pursuant to this compensation structure, on December 31,
2006, Messrs. Bloom, Crocker, Deriso, French, Paumgarten,
Rice, Thayer and de Waal each received a grant of options to
purchase 2,500 shares of common stock and a grant of
328 shares of restricted stock, with both grants having
three-year vesting periods.
In lieu of the foregoing, the non-executive chairman of the
board, Mr. Goddard, received an annual retainer of
$100,000. In addition, in January 2006, Mr. Goddard
received a stock option grant to purchase 50,000 shares of
common stock at an exercise price equal to the closing price on
the grant date and a
12
restricted stock grant of shares equal to $200,000 in value on
the grant date. The January 2006 stock option and restricted
stock grants vest over three years.
In February 2007, based upon the recommendations of the
Executive Compensation and Management Development Committee, the
board of directors made the following changes to the
compensation structure for directors, effective as of
February 13, 2007:
|
|
|
|
|
eliminated chairman-only meeting fees,
|
|
|
|
increased the committee chair retainer to $20,000 for the Audit
Committee chair and $7,500 for other committee chairs,
|
|
|
|
eliminated equity awards upon a directors initial election,
|
|
|
|
changed the annual grants made on December 31 of each year
to $60,000 of restricted stock vesting one-third each year over
a three-year period beginning on the grant date (directors with
at least one year of service will receive the full grant, while
directors with less than one year of service will receive a
pro-rated grant), and
|
|
|
|
changed the number of annual options to be considered for
granting to the non-executive chairman of the board from options
to purchase 50,000 shares of common stock to the number of
options with a grant-date present value of $200,000.
|
The other aspects of the compensation structure (annual cash
retainer, meeting fees, and annual retainer for our
non-executive chairman of the board) were maintained.
The compensation paid to our non-employee directors relating to
their service in 2006 is as follows:
2006 Director
Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
|
Paid in Cash
|
|
|
Awards
|
|
|
Awards
|
|
|
Total
|
|
Name
|
|
($)(1)
|
|
|
($)(2)
|
|
|
($)(2)
|
|
|
($)(3)
|
|
|
Herschel M. Bloom
|
|
|
38,500
|
|
|
|
14,985
|
|
|
|
8,231
|
|
|
|
61,716
|
|
Douglas Crocker II
|
|
|
44,000
|
|
|
|
7,487
|
|
|
|
7,617
|
|
|
|
59,104
|
|
Walter M. Deriso, Jr.
|
|
|
47,000
|
|
|
|
7,487
|
|
|
|
7,617
|
|
|
|
62,104
|
|
Russell R. French
|
|
|
62,500
|
|
|
|
14,985
|
|
|
|
8,231
|
|
|
|
85,716
|
|
Robert C. Goddard, III
|
|
|
100,000
|
|
|
|
239,956
|
|
|
|
180,938
|
|
|
|
520,894
|
|
Nicholas B. Paumgarten
|
|
|
36,500
|
|
|
|
12,109
|
|
|
|
9,289
|
|
|
|
57,898
|
|
Charles E. Rice
|
|
|
53,500
|
|
|
|
9,412
|
|
|
|
7,529
|
|
|
|
70,441
|
|
Stella F. Thayer
|
|
|
47,000
|
|
|
|
2,494
|
|
|
|
6,744
|
|
|
|
56,238
|
|
Ronald de Waal
|
|
|
43,500
|
|
|
|
14,985
|
|
|
|
8,231
|
|
|
|
66,716
|
|
|
|
|
(1)
|
|
Non-employee directors may elect
to defer all or a part of their retainer and meeting fees under
our Deferred Compensation Plan. Under the plan, we issue a
number of shares equal in value to the fees deferred by the
non-employee directors into a rabbi trust organized in
connection with the plan. Directors have the right to vote the
shares held in the rabbi trust. Each of our non-employee
directors participated in our Deferred Compensation Plan and
deferred all fees earned in 2006.
|
|
(2)
|
|
Represents the compensation costs
for financial reporting purposes for the year under Statement of
Financial Accounting Standards No. 123 (revised 2004),
Share-Based Payment (SFAS 123R), excluding estimates for
forfeitures. See Note 9 to the consolidated financial
statements in our annual reports on
Form 10-K
for the years ended December 31, 2006 and December 31,
2005 for the assumptions made in determining values under
SFAS 123R. There can be no assurance that the
SFAS 123R amounts will ever be realized.
|
13
|
|
|
|
|
On December 31, 2006, we
granted each director, other than Mr. Goddard:
|
|
|
|
328 shares of
restricted stock with a grant-date present value of $15,000
computed in accordance with SFAS 123R, and
|
|
|
|
options to purchase
2,500 shares of our common stock with an exercise price of
$45.70, with a grant-date present value of $16,406 computed in
accordance with SFAS 123R.
|
|
|
|
On January 18, 2006, we also
granted Mr. Goddard:
|
|
|
|
4,981 shares of
restricted stock with a grant-date present value of $200,000
computed in accordance with SFAS 123R, and
|
|
|
|
options to purchase
50,000 shares of our common stock with an exercise price of
$40.15, with a grant-date present value of $240,060 computed in
accordance with SFAS 123R.
|
|
|
|
The shares of restricted stock and
options granted to each of our directors during 2006, other than
Mr. Goddard, vest one-third each year over a three year
period each December 31. Of the shares of restricted stock
granted to Mr. Goddard during 2006, one third of these
shares vested on December 31, 2006, one-third will vest on
December 31, 2007 and one-third will vest on
December 31, 2008. The options granted to Mr. Goddard
during 2006 vest one-third each year over a three year period
each January 18. Dividends are paid on all shares of
restricted stock.
|
|
|
|
The number of outstanding stock
options and shares of restricted stock held by each of our
directors as of December 31, 2006 is summarized in the
table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Number of
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Outstanding
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Shares of
|
|
|
|
Options (#)
|
|
|
Options (#)
|
|
|
Restricted Stock
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
(#)
|
|
|
Herschel M. Bloom
|
|
|
20,991
|
|
|
|
5,009
|
|
|
|
722
|
|
Douglas Crocker II
|
|
|
4,159
|
|
|
|
5,841
|
|
|
|
665
|
|
Walter M. Deriso, Jr.
|
|
|
4,159
|
|
|
|
5,841
|
|
|
|
665
|
|
Russell R. French
|
|
|
20,991
|
|
|
|
5,009
|
|
|
|
722
|
|
Robert C. Goddard, III
|
|
|
110,321
|
|
|
|
140,002
|
|
|
|
8,441
|
|
Nicholas B. Paumgarten
|
|
|
7,491
|
|
|
|
5,009
|
|
|
|
722
|
|
Charles E. Rice
|
|
|
21,073
|
|
|
|
4,175
|
|
|
|
578
|
|
Stella F. Thayer
|
|
|
1,666
|
|
|
|
5,834
|
|
|
|
462
|
|
Ronald de Waal
|
|
|
11,217
|
|
|
|
5,009
|
|
|
|
722
|
|
|
|
|
(3) |
|
Directors do not participate in a company non-equity incentive
plan, nor do they receive any perquisites or other compensation. |
All directors may make contributions and purchase shares under
our employee stock purchase plan. Messrs. Crocker, Deriso,
French, Goddard and Stockert participated in our employee stock
purchase plan in 2006.
Our non-employee directors are reimbursed for all reasonable
out-of-pocket
expenses incurred in attending to board affairs and Company
business.
14
Mandatory
Retirement for Directors
No director may stand for election or reelection after the
directors 72nd birthday.
Communications
with the Board of Directors
The board of directors has adopted a policy and process to
facilitate communications with our directors as a group and our
non-management directors as a group. Shareholders and interested
parties who wish to communicate directly with the board of
directors may do so by writing to Post Properties, Inc., One
Riverside, 4401 Northside Parkway, Suite 800, Atlanta,
Georgia
30327-3057,
Attn: Corporate Secretary, or by sending electronic mail to
directors@postproperties.com. The Corporate Secretary
will forward all such communications to directors.
15
COMMON
STOCK OWNERSHIP BY MANAGEMENT
AND PRINCIPAL SHAREHOLDERS
The following table sets forth the beneficial ownership of
shares of common stock as of February 28, 2007 for:
|
|
|
|
|
our directors,
|
|
|
|
our Chief Executive Officer, Chief Financial Officer and the
three other most highly compensated executive officers
calculated in accordance with SEC rules and regulations
(collectively the Named Executive Officers or NEOs),
|
|
|
|
our directors and executive officers as a group, and
|
|
|
|
each shareholder that holds more than a 5% interest in our
outstanding common stock.
|
Unless otherwise indicated in the footnotes, all of such
interests are owned directly and the indicated person or entity
has sole voting and dispositive power.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
of Shares
|
|
|
Exercisable
|
|
|
|
|
|
Percent of
|
|
Name of Beneficial
Owner(1)
|
|
Owned
|
|
|
Options(2)
|
|
|
Total
|
|
|
Class(3)
|
|
|
Directors and Executive
Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Herschel M. Bloom
|
|
|
15,014
|
|
|
|
20,991
|
|
|
|
36,005
|
|
|
|
*
|
|
Douglas Crocker II
|
|
|
13,364
|
(4)
|
|
|
4,159
|
|
|
|
17,523
|
|
|
|
*
|
|
Walter M. Deriso, Jr.
|
|
|
8,814
|
|
|
|
4,159
|
|
|
|
12,973
|
|
|
|
*
|
|
Russell R. French
|
|
|
23,976
|
(5)
|
|
|
20,991
|
|
|
|
44,967
|
|
|
|
*
|
|
Robert C. Goddard, III
|
|
|
129,679
|
(6)
|
|
|
160,321
|
|
|
|
290,000
|
|
|
|
*
|
|
Nicholas B. Paumgarten
|
|
|
2,456
|
|
|
|
7,491
|
|
|
|
9,947
|
|
|
|
*
|
|
Charles E. Rice
|
|
|
26,836
|
|
|
|
21,073
|
|
|
|
47,909
|
|
|
|
*
|
|
Stella F. Thayer
|
|
|
1,769
|
|
|
|
1,666
|
|
|
|
3,435
|
|
|
|
*
|
|
Ronald de Waal
|
|
|
146,831
|
(7)
|
|
|
11,217
|
|
|
|
158,048
|
|
|
|
*
|
|
David P. Stockert
|
|
|
130,151
|
(8)
|
|
|
406,332
|
|
|
|
536,483
|
|
|
|
1.2
|
%
|
Thomas D. Senkbeil
|
|
|
54,550
|
|
|
|
178,998
|
|
|
|
233,548
|
|
|
|
*
|
|
Thomas L. Wilkes
|
|
|
68,417
|
(9)
|
|
|
165,483
|
|
|
|
233,900
|
|
|
|
*
|
|
Christopher J. Papa
|
|
|
27,612
|
|
|
|
28,333
|
|
|
|
55,945
|
|
|
|
*
|
|
Sherry W. Cohen
|
|
|
20,393
|
(10)
|
|
|
155,081
|
|
|
|
175,474
|
|
|
|
*
|
|
All directors, director nominees
and executive officers as a group (15 persons)
|
|
|
677,570
|
|
|
|
1,193,295
|
|
|
|
1,870,865
|
|
|
|
4.3
|
%
|
Five Percent
Shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barclays Global Investors, NA,
Barclays Global Fund Advisors, Barclays Global Investors,
LTD, Barclays Global Investors Japan Trust and Banking Company
Limited, Barclays Global Investors Japan Limited(11)
|
|
|
2,753,596
|
|
|
|
|
|
|
|
2,753,596
|
|
|
|
6.3
|
%
|
Cohen & Steers, Inc.,
Cohen & Steers Capital Management, Inc. and related
persons(12)
|
|
|
3,188,209
|
|
|
|
|
|
|
|
3,188,209
|
|
|
|
7.3
|
%
|
David OConnor and Charles
Fitzgerald, the managing members of High Rise Capital Advisors,
L.L.C., and related persons(13)
|
|
|
2,358,711
|
|
|
|
|
|
|
|
2,358,711
|
|
|
|
5.4
|
%
|
ING Groep N.V.(14)
|
|
|
2,700,863
|
|
|
|
|
|
|
|
2,700,863
|
|
|
|
6.2
|
%
|
JPMorgan Chase & Co.(15)
|
|
|
3,178,455
|
|
|
|
|
|
|
|
3,178,455
|
|
|
|
7.3
|
%
|
Morgan Stanley(16)
|
|
|
6,295,145
|
|
|
|
|
|
|
|
6,295,145
|
|
|
|
14.4
|
%
|
Security Capital
Research & Management Inc.(17)
|
|
|
3,749,970
|
|
|
|
|
|
|
|
3,749,970
|
|
|
|
8.6
|
%
|
The Vanguard Group, Inc.(18)
|
|
|
2,652,110
|
|
|
|
|
|
|
|
2,652,110
|
|
|
|
6.1
|
%
|
16
|
|
|
*
|
|
Less than 1%
|
|
(1)
|
|
Under SEC rules, a person is
deemed to be a beneficial owner of a security if
that person has or shares voting power, which
includes the power to vote or to direct the voting of such
security, or investment power, which includes the
power to dispose of or to direct the disposition of such
security. A person also is deemed to be a beneficial owner of
any securities which that person has the right to acquire within
60 days. Under these rules, more than one person may be
deemed to be a beneficial owner of the same securities and a
person may be deemed to be a beneficial owner of securities as
to which he or she has no economic or pecuniary interest.
|
|
(2)
|
|
Includes options that become
exercisable on or before April 29, 2007.
|
|
(3)
|
|
Based on an aggregate of
43,584,394 shares of common stock issued and outstanding as
of February 28, 2007. Assumes that all options beneficially
owned by the person are exercised for shares of common stock.
The total number of shares outstanding used in calculating this
percentage assumes that none of the options beneficially owned
by other persons are exercised for shares of common stock.
|
|
(4)
|
|
Includes 650 shares of common
stock beneficially owned indirectly through a supplemental
retirement plan.
|
|
(5)
|
|
Of shares reported, 5,615 have
been pledged.
|
|
(6)
|
|
Includes 7,000 shares of
common stock deemed beneficially owned by Mr. Goddard
through GIG REIT Fund #1 and 12,000 shares of common
stock deemed held through the Goddard Foundation, in which
Mr. Goddard has no pecuniary interest.
|
|
(7)
|
|
Includes 112,700 shares of
common stock deemed beneficially owned by Mr. de Waal
through his control of certain corporations.
|
|
(8)
|
|
Includes 12,280 shares of
common stock held by Mr. Stockerts spouse. Of shares
reported, 42,799 shares are held in a margin account for
which there is an outstanding margin balance.
|
|
(9)
|
|
Of shares reported,
47,253 shares are held in a margin account for which there
is an outstanding margin balance.
|
|
(10)
|
|
Includes 400 shares of common
stock held by Ms. Cohens spouse.
|
|
(11)
|
|
Based solely upon information
provided in a
Schedule 13-G
filed with the SEC on January 23, 2007. Represents shares
of common stock beneficially owned by Barclays Global Investors,
NA, Barclays Global Fund Advisors, Barclays Global
Investors, LTD, Barclays Global Investors Japan Trust and
Banking Company Limited, and Barclays Global Investors Japan
Limited that are deemed to form a group for Schedule 13G
reporting purposes. The business address for Barclays Global
Investors, NA and Barclays Global Fund Advisors is 45
Fremont Street, San Francisco, CA 94105. The principal
business address for Barclays Global Investors, LTD is 1 Royal
Mint Court, London, EC3N 4HH. The principal business address of
Barclays Global Investors Japan Trust and Banking Company
Limited and Barclays Global Investors Japan Limited is Ebisu
Prime Square Tower, 8th Floor, 1-1-39 Hiroo Shibuya-Ku,
Tokyo 150-8402
Japan.
|
The sole and shared voting or dispositive power for each
beneficial owner is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sole
|
|
|
Shared
|
|
|
Sole
|
|
|
Shared
|
|
Beneficial Owner
|
|
Voting Power
|
|
|
Voting Power
|
|
|
Dispositive Power
|
|
|
Dispositive Power
|
|
|
Barclays Global Investors, NA
|
|
|
1,627,266
|
|
|
|
|
|
|
|
1,810,294
|
|
|
|
|
|
Barclays Global Fund Advisors
|
|
|
924,237
|
|
|
|
|
|
|
|
924,237
|
|
|
|
|
|
Barclays Global Investors,
LTD.
|
|
|
3,726
|
|
|
|
|
|
|
|
3,726
|
|
|
|
|
|
Barclays Global Investors Japan
Trust and Banking Company Limited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barclays Global Investors Japan
Limited
|
|
|
15,339
|
|
|
|
|
|
|
|
15,339
|
|
|
|
|
|
17
|
|
|
(12)
|
|
Based solely upon information
provided in a
Schedule 13-G/A
filed with the SEC on February 13, 2007. Represents shares
of common stock beneficially owned by Cohen & Steers,
Inc., Cohen & Steers Capital Management, Inc. and
Houlihan Rovers SA that are deemed to form a group for
Schedule 13G reporting purposes. The business address for
Cohen & Steers, Inc. and Cohen & Steers
Capital Management, Inc. is 280 Park Avenue, 10th Floor,
New York, NY 10017. The principal address for Houlihan Rovers SA
is Chausee de la Hulpe 116, 1170 Brussels, Belgium.
|
|
|
|
Cohen & Steers, Inc.
holds a 100% interest in Cohen & Steers Capital
Management, Inc., an investment advisor registered under
Section 203 of the Investment Advisers Act, and holds a 50%
interest in Houlihan Rover SA, an investment advisor registered
under Section 203 of the Investment Advisers Act.
|
The sole and shared voting or dispositive power for each
beneficial owner is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sole
|
|
|
Shared
|
|
|
Sole
|
|
|
Shared
|
|
Beneficial Owner
|
|
Voting Power
|
|
|
Voting Power
|
|
|
Dispositive Power
|
|
|
Dispositive Power
|
|
|
Cohen & Steers, Inc.
|
|
|
2,897,296
|
|
|
|
2,772
|
|
|
|
3,185,437
|
|
|
|
2,772
|
|
Cohen & Steers Capital
Management, Inc.
|
|
|
2,897,296
|
|
|
|
|
|
|
|
3,185,437
|
|
|
|
|
|
Houlihan Rovers SA
|
|
|
2,772
|
|
|
|
|
|
|
|
2,772
|
|
|
|
|
|
|
|
|
(13) |
|
Based solely upon information provided in a
Schedule 13-G/A
filed with the SEC on February 15, 2007. Represents shares
of common stock beneficially owned by High Rise
Partners II, L.P. (High Rise), High Rise Institutional
Partners, L.P. (High Rise Institutional), Cedar Bridge Realty
Fund, L.P. (Cedar Bridge Realty), Cedar Bridge Institutional
Fund, L.P. (Cedar Bridge Institutional), High Rise Capital
Advisors, L.L.C. (High Rise Advisors), Bridge Realty Advisors,
L.L.C. (Bridge Realty Advisors), High Rise Capital Management,
L.P. (High Rise Management), DPO Management GP L.L.C. (DPO
Management), David OConnor (OConnor) and Charles
Fitzgerald (Fitzgerald), that are deemed to form a group for
Schedule 13G reporting purposes. The business address of
the beneficial owners is 535 Madison Avenue, 26th Floor,
New York, New York 10022. |
|
|
|
Each of High Rise and High Rise Institutional are private
investment partnerships, the sole general partner of which is
High Rise Advisors. As the sole general partner, High Rise
Advisors has the power to vote and dispose of the securities
owned by each of High Rise and High Rise Institutional and,
accordingly, may be deemed the beneficial owner of such
securities. The managing members of High Rise Advisors are
OConnor and Fitzgerald. |
|
|
|
Each of Cedar Bridge Realty and Cedar Bridge Institutional are
private investment partnerships, the sole general partner of
which is Bridge Realty Advisors. As the sole general partner,
Bridge Realty Advisors has the power to vote and dispose of the
securities owned by each of Cedar Bridge Realty and Cedar Bridge
Institutional and, accordingly, may be deemed the beneficial
owner of such securities. The managing member of Bridge Realty
Advisors is High Rise Advisors. The managing members of High
Rise Advisors are OConnor and Fitzgerald. |
|
|
|
Under an investment advisory contract, High Rise Management has
the power to vote and dispose of the securities held for certain
managed accounts and, accordingly, may be deemed to beneficially
own such securities. OConnor and Fitzgerald share
investment management duties. The general partner of High Rise
Management is DPO Management, of which OConnor is managing
member. |
18
The sole and shared voting or dispositive power for each
beneficial owner is as follows:
|
|
|
|
|
|
|
|
|
|
|
Sole
|
|
|
Shared
|
|
Beneficial Owner
|
|
Voting/Dispositive
|
|
|
Voting/Dispositive
|
|
|
High Rise Partners II,
L.P.
|
|
|
|
|
|
|
1,115,394
|
|
High Rise Institutional Partners,
L.P.
|
|
|
|
|
|
|
662,842
|
|
Cedar Bridge Realty Fund,
L.P.
|
|
|
|
|
|
|
239,017
|
|
Cedar Bridge Institutional Fund,
L.P.
|
|
|
|
|
|
|
222,034
|
|
High Rise Capital Advisors, L.L.C
|
|
|
|
|
|
|
2,239,287
|
|
Bridge Realty Advisors, L.L.C
|
|
|
|
|
|
|
461,051
|
|
High Rise Capital Management,
L.P.
|
|
|
|
|
|
|
|
|
DPO Management GP, L.L.C.
|
|
|
|
|
|
|
|
|
David OConnor
|
|
|
1,000
|
|
|
|
2,239,287
|
|
Charles Fitzgerald
|
|
|
|
|
|
|
2,239,287
|
|
|
|
|
(14)
|
|
Based solely upon information
provided in a
Schedule 13-G
filed with the SEC on February 14, 2007. ING Groep N.V.
owns beneficially 2,700,863 shares of common stock. Of
these shares, 2,692,633 shares are held by indirect
subsidiaries of ING Groep N.V. in their role as a discretionary
manager of client portfolios and 8,200 shares are held by
indirect subsidiaries of ING Groep N.V. in their role as a
trustee. The principal address of ING Groep N.V. is
Amstelveenseweg 500, 1081 KL Amsterdam, The Netherlands.
|
|
(15)
|
|
Based solely upon information
provided in a
Schedule 13-G
filed with the SEC on February 6, 2007. JPMorgan
Chase & Co. and its subsidiaries JPMorgan Chase Bank,
National Association, J.P. Morgan Investment Management
Inc., and JPMorgan Investment Advisors Inc. JPMorgan
Chase & Co. owns beneficially 3,178,455 shares of
common stock, of which it has sole voting power with respect to
1,420,542 shares, shared voting power with respect to
2,845 shares, sole dispositive power with respect to
3,033,389 shares and shared dispositive power with respect
to 53,255 shares. The address for JPMorgan Chase &
Co. is 270 Park Ave, New York, New York 10017.
|
|
(16)
|
|
Based solely upon information
provided in a
Schedule 13-G/A
filed with the SEC on February 14, 2007. Morgan Stanley is
filing solely in its capacity as the parent company of, and
indirect beneficial owner of common stock held by, Morgan
Stanley Investment Management Inc. (MSIM). Morgan Stanley owns
beneficially and indirectly 6,295,145 shares of common
stock, of which it has sole voting power with respect to
4,452,552 shares, shared voting power of 479 shares,
and sole dispositive power of 6,295,145 shares. MSIM
beneficially owns 5,673,930 shares of common stock, of
which it has sole voting power of 4,105,391 shares, shared
voting power of 479 shares, and sole dispositive power of
5,673,930 shares. The address for Morgan Stanley is 1585
Broadway, New York, New York 10036. MSIMs address is 1221
Avenue of the Americas, New York, New York 10020.
|
|
(17)
|
|
Based solely upon information
provided in a
Schedule 13-G/A
filed with the SEC on February 15, 2007. Security Capital
Research & Management Inc. has sole voting power with
respect to 2,520,700 shares of common stock and sole
dispositive power with respect to 3,749,970 shares of
common stock. The business address of Security Capital
Research & Management Inc. is 10 South Dearborn Street,
Suite 1400, Chicago, Illinois 60603.
|
|
(18)
|
|
Based solely upon information
provided in a
Schedule 13-G
filed with the SEC on February 14, 2007. The Vanguard
Group, Inc. owns beneficially 2,652,110 shares of common
stock, of which it has sole voting power with respect to
72,274 shares and sole dispositive power with respect to
2,652,110 shares. The address for The Vanguard Group, Inc.
is 100 Vanguard Blvd, Malvern, Pennsylvania 19355.
|
19
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
Executive
Compensation Philosophy
Our mission is to deliver superior satisfaction and value to our
residents, associates and investors. Our vision is to be the
first choice in quality multi-family living. Our core values
include: performance and accountability, honesty and integrity,
innovation, quality, service and teamwork. To achieve our
business strategies, it is critical that we are able to attract,
retain, and motivate highly talented individuals at all levels
who are committed to our mission, vision and values.
Our compensation programs, for executives and non-executives
alike, are designed with our mission, vision and values in mind.
Through our compensation programs, we strive to achieve the
following objectives:
|
|
|
|
|
foster a high performance culture that appropriately motivates
our associates,
|
|
|
|
link compensation to the achievement of our strategic and
financial objectives,
|
|
|
|
drive shareholder value creation, and
|
|
|
|
attract and retain high-caliber talent.
|
Total compensation for our executives is oriented more toward
incentive pay components rather than base salary, as we believe
that the majority of our executives total compensation
should be at risk. Target compensation opportunities
are generally established at the market median of comparable
Real Estate Investment Trusts, or REITs. In general, we believe
that median levels of competitive pay are warranted when we
achieve our internal targets, and when we perform at the median
relative to our peers. Actual compensation may be above or below
the targeted level, based on our actual performance along a
combination of corporate and business unit/leadership measures.
We have not guaranteed our executives any minimum cash incentive
or equity incentive payments, and in the event of poor
performance, executives could receive no incentive compensation
for the year.
Named
Executive Officers for 2006
Our Named Executive Officers include our Chief Executive
Officer, our Chief Financial Officer, and the three other most
highly compensated executive officers ranked by their total
compensation calculated in accordance with SEC rules and
regulations. For 2006, our NEOs include Mr. David P.
Stockert, President and Chief Executive Officer;
Mr. Christopher J. Papa, Executive Vice President and Chief
Financial Officer; Mr. Thomas D. Senkbeil, Executive Vice
President and Chief Investment Officer; Mr. Thomas L.
Wilkes, Executive Vice President and President, Post Apartment
Management; and Ms. Sherry W. Cohen, Executive Vice
President and Corporate Secretary.
Executive
Compensation and Management Development Committee
Procedures
Compensation
Consultant
In 2006, the Executive Compensation and Management Development
Committee (the Committee) engaged Frederic W. Cook &
Co. (Cook) as its independent compensation consultant to advise
the Committee with respect to compensation program design, the
components of our executive compensation programs, and amounts
to be paid to our NEOs. Cook also advises the Committee with
respect to the design of our compensation program for
non-employee directors, and provides the Committee with
information on executive compensation trends and best practices.
In addition, Cook assisted in preparing the executive
compensation sections of this Proxy Statement, including this
Compensation Discussion
20
and Analysis. Although the Committee considers the advice of its
independent consultant, the Committee has the final
decision-making authority with respect to all elements of
compensation.
Role
of Executive Officers in the Compensation Process
Our Chief Executive Officer provides his assessment of the
individual performance achievement of the executives who report
to him. This individual performance assessment determines a
portion of annual incentive compensation for each executive, and
impacts decisions on long-term incentive grants. In addition,
our Chief Executive Officer provides input on salary increases
and increases to incentive compensation opportunities for
executives. The Committee considers the Chief Executive
Officers recommendations when determining salary
increases, awarding incentive compensation and setting incentive
opportunities for the coming year.
Annual
Review of Executive Compensation
In the fall of 2005, the Committee engaged FPL Associates, a
compensation consultant (FPL), to provide a competitive
benchmarking analysis of the compensation levels of our
executive officers. The results of this benchmarking exercise
were reviewed with the Committee and used to set 2006
compensation levels.
In the fall of 2006, the Committee engaged Cook to conduct a
comprehensive review of our executive compensation program
design and structure. As part of this review, Cook provided a
competitive analysis of the impact of our equity compensation
programs on earnings and shareholder dilution. The results of
the review along with Cooks preliminary recommendations
were presented and discussed with the Committee in November 2006.
At the same time, the Committee engaged FPL for assistance in
providing competitive compensation benchmarking data. FPL
provided competitive data for 28 company executives, 22 of
whom, including our NEOs, form our Management Committee.
Competitive compensation data were collected from two public
REIT peer groups: an Asset-Based and a
Size-Based group. The Asset-Based peer group
included eleven public multi-family REITs. The Size-Based peer
group included twelve public REITs, in a variety of asset
classes, of similar size to Post Properties in terms of market
and total capitalization. In addition, a private developer peer
group was used for selected development positions, and non-real
estate compensation information was provided for selected
corporate positions. These peer groups were selected by FPL with
input from management.
For our NEOs, we focus on the public REIT data, as we believe
these companies have the most comparable positions. The peer
groups used in the 2006 study included the following REITs:
|
|
|
Asset-Based Peer Group
|
|
Size-Based Peer Group
|
|
Apartment Investment &
Mgt. Co.
|
|
Alexandria Real Estate Equities
|
Archstone-Smith Trust
|
|
Corporate Office Properties Trust
|
Associated Estates Realty
Corp.
|
|
Cousins Properties Incorporated
|
AvalonBay Communities, Inc.
|
|
Equity One, Inc.
|
BRE Properties
|
|
FelCor Lodging Trust Incorporated
|
Camden Property Trust
|
|
First Industrial Realty Trust
|
Colonial Properties Trust
|
|
Lexington Corporate Properties
Trust
|
Essex Property Trust
|
|
Mid-America Apartment Communities
|
Home Properties, Inc.
|
|
Nationwide Health Properties, Inc.
|
Mid-America
Apartment Communities
|
|
Pennsylvania Real Estate
Investment Trust
|
UDR, Inc.
|
|
Realty Income Corporation
|
|
|
Washington Real Estate Investment
Trust
|
21
As compared to the Asset-Based peer group, the data indicated
that total direct compensation levels (base salary plus annual
bonuses, plus the grant-date present value of long-term
incentives) for our NEOs were below the market median,
significantly so for Messrs. Stockert and Papa and
Ms. Cohen. As compared to the Size-Based peer group, the
data indicated that total direct compensation levels for
Messrs. Stockert and Papa were significantly below median,
and the other NEOs were generally at the median. The largest
shortfalls from market medians were in the long-term incentive
component of compensation.
Management compiled the peer group data for the Committee and
prepared compensation worksheets for each member of the
Management Committee. The worksheets summarized, by individual
executive, a two-year history of compensation paid, proposed
compensation for the current year, and proposed target
compensation for the upcoming year. Competitive median
compensation levels from both peer groups, where available, were
included in the worksheets for comparison purposes. The
worksheets also detailed each executives long-term
incentive awards since 2001, the applicable vesting dates, and a
sensitivity analysis of the aggregate value of these awards at
various stock prices.
At the request of the Committee, Cook reviewed the information
compiled by management, along with managements proposals
for annual bonus and long-term incentive awards with respect to
performance in 2006 and changes to base salaries and incentive
compensation targets for 2007. In addition, management prepared
a proposal for changes to compensation program design to be
implemented for 2006 incentive awards (granted in 2007) and
for the structure of 2007 incentive compensation programs going
forward, in response to Cooks recommendations presented in
November 2006.
All of this information was presented to the Committee at a
meeting in January 2007. No decisions were made at this meeting;
rather, the purpose of this meeting was to allow the Committee
to develop an understanding of the information presented and the
rationale for each recommendation, and to engage in meaningful
dialogue. Over the next several weeks, the Committee chair
discussed the proposals with other members of the Committee and
with Cook. At its February 2007 meeting, the Committee approved
incentive compensation awards with respect to 2006 performance,
base salaries for 2007, incentive compensation targets for 2007,
and changes to program design, with minor changes from the
original recommendations presented at the January 2007 meeting.
Conclusions regarding 2006 compensation and incentive awards,
2007 compensation and incentive targets, and program changes are
discussed in more detail below.
Compensation
Elements
Our executive compensation program has the following elements:
|
|
|
|
|
base salary,
|
|
|
|
annual cash incentives,
|
|
|
|
long-term cash and equity incentives, and
|
|
|
|
benefits and perquisites.
|
Base
Salary
Our base salary program is designed to provide a secure amount
of cash compensation that is competitive with salaries of
executives at the peer group REITs outlined above. Our base
salaries are generally targeted at market median, but may be
higher or lower than median levels based on considerations
including individual performance over time, experience level and
each individuals role and responsibilities in the
organization. In some cases, base salaries are also set by
employment agreements negotiated in connection with recruiting
or retaining a senior executive.
22
Base salaries are not subject to any automatic annual cost of
living or similar adjustments and are increased only at the
Committees discretion. In making its decisions about
annual salary increases, the Committee takes into account the
executives performance, our overall financial performance
and changes in the competitive marketplace. The Committee
considers a number of factors when evaluating individual
performance, including the executives contribution to:
|
|
|
|
|
generating favorable financial performance,
|
|
|
|
achieving the objectives set forth in our strategic plan,
|
|
|
|
promoting our values,
|
|
|
|
improving product and service quality,
|
|
|
|
developing strong relationships with residents, suppliers and
employees, and
|
|
|
|
demonstrating leadership abilities.
|
The table below summarizes the 2006 and 2007 base salaries for
each NEO. The 2007 salaries reflect a one-time increase of
$7,200 per individual to account for the Committees
elimination of car allowances for each NEO.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Car
|
|
|
|
|
|
2007
|
|
|
%
|
|
NEO
|
|
Salary
|
|
|
Allowance
|
|
|
Total
|
|
|
Salary
|
|
|
Increase
|
|
|
David P. Stockert
|
|
$
|
390,000
|
|
|
$
|
7,200
|
|
|
$
|
397,200
|
|
|
$
|
405,000
|
|
|
|
2.0
|
%
|
Christopher J. Papa
|
|
$
|
315,000
|
|
|
$
|
7,200
|
|
|
$
|
322,200
|
|
|
$
|
330,000
|
|
|
|
2.4
|
%
|
Thomas D. Senkbeil
|
|
$
|
365,000
|
|
|
$
|
7,200
|
|
|
$
|
372,200
|
|
|
$
|
375,000
|
|
|
|
0.8
|
%
|
Thomas L. Wilkes
|
|
$
|
330,000
|
|
|
$
|
7,200
|
|
|
$
|
337,200
|
|
|
$
|
340,000
|
|
|
|
0.8
|
%
|
Sherry W. Cohen
|
|
$
|
265,000
|
|
|
$
|
7,200
|
|
|
$
|
272,200
|
|
|
$
|
280,000
|
|
|
|
2.9
|
%
|
Annual
Cash Incentives
The purpose of the annual cash incentive or bonus
plan is to provide at-risk cash compensation contingent upon
achieving annual corporate and individual objectives. The plan
is structured to foster teamwork among the executive officers,
to focus efforts on corporate results that directly impact
shareholders and to link individual performance to our strategic
plan.
Our annual incentive plan promotes our
pay-for-performance
philosophy through the use of our Partners in
Performance framework. Through this framework we
communicate to our senior management specific annual corporate
and business unit/leadership performance goals based on our
strategic plan, and reward them if they achieve those goals.
|
|
|
|
|
Allocation Between Corporate and Business Unit/Leadership
Performance. For 2006, corporate performance
determined 50% and 40% of the annual bonus for our Chief
Executive Officer and other NEOs, respectively, with business
unit/leadership performance determining the balance. For 2007,
the Committee increased the portion of the Chief Executive
Officers annual bonus determined by corporate performance
to 80%, because the Committee believes that the Chief Executive
Officer should have most of his annual bonus tied to the
performance of the company as a whole.
|
|
|
|
Payout for Corporate Performance. Prior to
2007, a less formal structure was used to determine payouts for
corporate performance. Generally, in 2006, payouts for the
portion of an executives annual bonus tied to corporate
performance ranged from 20% to 130% of targeted annual cash
incentives for performance between 90% and 104% of the targeted
financial measure. Based on
|
23
|
|
|
|
|
Cooks recommendation, for
2007, payouts for that portion of an executives annual
bonus tied to corporate performance will range from 50% to 150%
of targeted annual cash incentives for performance between 90%
and 105% of the targeted financial measure. Performance below
90% of targeted goals will result in no cash bonus for that
portion of an executives cash incentive bonus tied to
corporate performance for the year.
|
|
|
|
|
|
Corporate Financial Measure. In 2006, Funds
from Operations
(FFO)1
per share was the primary corporate performance measure. Target
FFO per share corresponded to our internal budgets and goals.
FFO per share achieved in 2006 was above threshold, but below
the target level. The Committee has decided to continue to use
FFO per share as the primary corporate performance measure for
2007, with target FFO per share corresponding to our internal
budget, because it believes that this measure is the most
reflective of our short-term operating performance. It is also
the metric that potential and current investors use to measure
our profitability against other REITs and to make decisions
about investments in our common stock. The Committee believes
that the target FFO per share goal for 2007 is challenging, but
attainable.
|
|
|
|
Other Factors Considered in 2006. Although
specific business unit/leadership goals are established for each
executive, in 2006 the Committee made a discretionary assessment
of performance considering these measures. In terms of
achievement of business unit/leadership performance goals, the
Committee determined that each of the NEOs performed above
target in 2006. The Committee considered each NEOs
contribution to our above-budget same store net operating income
and our continued progress strengthening the balance sheet and
re-balancing our real estate portfolio, among other factors,
when determining business unit/leadership performance
achievement.
|
The table below illustrates 2006 target and actual bonuses,
along with 2007 target bonuses for each NEO. Bonuses for 2006
were approved at the Committees February 2007 meeting. The
Committee made the decision to increase target bonuses for 2007
in part based on the peer group analysis described above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 Bonus
|
|
|
2007 Bonus
|
|
NEO
|
|
Target
|
|
|
Actual
|
|
|
Target
|
|
|
David P. Stockert
|
|
$
|
215,000
|
|
|
$
|
200,000
|
|
|
$
|
325,000
|
|
Christopher J. Papa
|
|
$
|
160,000
|
|
|
$
|
160,000
|
|
|
$
|
200,000
|
|
Thomas D. Senkbeil
|
|
$
|
200,000
|
|
|
$
|
185,000
|
|
|
$
|
225,000
|
|
Thomas L. Wilkes
|
|
$
|
160,000
|
|
|
$
|
170,000
|
|
|
$
|
200,000
|
|
Sherry W. Cohen
|
|
$
|
120,000
|
|
|
$
|
125,000
|
|
|
$
|
140,000
|
|
Long-Term
Cash and Equity Incentive Compensation
The objectives of our long-term incentive plans are to align
executive compensation more closely with shareholder interests,
such as long-term corporate performance and stock price
appreciation, and to retain our key talent. The Committee
believes that our use of a combination of stock options with
stock appreciation rights, restricted stock, and our Shareholder
Value Plan (each of which are described in detail below)
effectively achieve these objectives.
1 We
use the National Association of Real Estate Investment Trusts
(NAREIT) definition of FFO. FFO is defined by NAREIT as net
income available to common shareholders determined in accordance
with GAAP, excluding gains (or losses) from extraordinary items
and sales of depreciable property, plus depreciation of real
estate assets, and after adjustment for unconsolidated
partnerships and joint ventures all determined on a consistent
basis in accordance with GAAP. FFO is a supplemental non-GAAP
financial measure. For a further discussion of FFO and a
reconciliation of net income available to common shareholders to
FFO, refer to
pages 46-47
of our annual report on
Form 10-K
for the year ended December 31, 2006.
24
Grants of equity compensation are made under our
shareholder-approved 2003 Incentive Stock Plan (the Incentive
Stock Plan), which allows the Committee to grant stock options
with stock appreciation rights and make restricted stock grants
to our NEOs, key employees and outside directors. Shareholder
Value Plan awards are provided through a separate,
shareholder-approved plan.
Total
Long-Term Incentive Grant Values
Each year, the Committee determines aggregate long-term
incentive grant values for each executive based on multiple
factors including competitive levels of compensation among
comparable REITs, corporate and individual performance, the
executives level of responsibility and the level of
compensation provided to comparable positions within our
organization (internal equity).
With respect to 2005 awards (granted in January 2006), the
Committee determined appropriate long-term incentive grant
values for each NEO and allocated these values among each
component (by grant-date present value and excluding the special
restricted stock grant to Mr. Papa discussed later) in the
following general proportions: approximately
35-50% for
restricted stock, approximately
35-50% for
stock options, and approximately
15-20% for
Shareholder Value Plan awards. These grants are reflected in the
Grants of Plan-Based Awards table.
For 2006, the Committee determined that the long-term incentive
grant values to NEOs were to be allocated among each component
(by grant-date present value and excluding the special
restricted stock grant to Mr. Papa discussed later) as
follows: 40% for restricted stock, 40% for stock options and 20%
for Shareholder Value Plan awards. The following table shows the
long-term incentives awarded or granted to each NEO on
February 2, 2007, including the grant-date present value of
each grant with respect to performance in 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Incentive Awards for 2006 Performance (granted
February 2, 2007)
|
|
|
|
Restricted Stock (RS)
|
|
|
Stock Options (SO)
|
|
|
|
|
|
|
|
|
|
|
|
|
#
|
|
|
|
|
|
#
|
|
|
SVP
|
|
|
|
|
Named Executive Officer
|
|
(1)
|
|
|
Shares
|
|
|
(2)
|
|
|
Shares
|
|
|
Target
|
|
|
Total
|
|
|
David P. Stockert
|
|
$
|
275,018
|
|
|
|
5,730
|
|
|
$
|
275,040
|
|
|
|
38,070
|
|
|
$
|
137,500
|
|
|
$
|
687,588
|
|
Christopher J. Papa
|
|
$
|
200,033
|
(3)
|
|
|
4,167
|
|
|
$
|
200,016
|
|
|
|
27,690
|
|
|
$
|
100,000
|
|
|
$
|
500,049
|
|
Thomas D. Senkbeil
|
|
$
|
200,033
|
|
|
|
4,167
|
|
|
$
|
200,016
|
|
|
|
27,690
|
|
|
$
|
100,000
|
|
|
$
|
500,049
|
|
Thomas L. Wilkes
|
|
$
|
200,033
|
|
|
|
4,167
|
|
|
$
|
200,016
|
|
|
|
27,690
|
|
|
$
|
100,000
|
|
|
$
|
500,049
|
|
Sherry W. Cohen
|
|
$
|
125,047
|
|
|
|
2,605
|
|
|
$
|
125,040
|
|
|
|
17,310
|
|
|
$
|
62,500
|
|
|
$
|
312,587
|
|
|
|
|
(1)
|
|
Granted at a share price of
$48.00, the closing price of our common stock on the NYSE on
February 2, 2007.
|
|
(2)
|
|
Grant value based on Black Scholes
model and the following assumptions: $48.00 exercise price,
18.09% volatility, 5 year expected term, 3.75% dividend
yield, and 4.82% risk-free interest rate.
|
|
(3)
|
|
Excludes special restricted stock
grant to Mr. Papa, which is discussed later.
|
When converting dollar values to shares of restricted stock, the
number of shares of restricted stock was rounded up to the
nearest whole share. When converting dollar values to stock
options, the number of shares underlying the stock options was
rounded up to the nearest 10 whole shares. Because these awards
were granted in 2007, they are not reflected in the Summary
Compensation Table nor are they disclosed in the Grants of
Plan-Based Awards table.
For 2007 awards, the Committee determined that long-term
incentive values will be divided equally among the three
components for the NEOs, to provide more balance and increase
the weighting of Shareholder Value Plan awards.
25
Restricted
Stock
We grant restricted stock because we believe it aligns the
interests of our executives with those of shareholders by
creating a strong incentive to create and preserve long-term
shareholder value. Through restricted stock, our executives,
like our shareholders, share both the risks and rewards of stock
ownership. In addition, restricted stock rewards total
shareholder return, whether delivered through share price
appreciation or dividends. We believe this is appropriate since,
as a REIT, our high dividend distribution requirements lead to a
significant portion of our total shareholder return delivered
through our dividends. Through multi-year vesting, the
restricted stock grants also serve as a retention device.
The above-described annual restricted stock grants vest in three
equal annual installments beginning on December 31, 2007.
From time to time, special grants of restricted stock have been
made to executives for retention purposes. These shares vest
ratably over longer periods (either five or eight years).
Dividends are paid in cash on unvested shares. For grants made
on February 2, 2007, the Committee approved administrative
changes to our form restricted stock award agreement to provide
for vesting acceleration upon death, disability, approved
retirement, or upon a change of control, as defined in the
Incentive Stock Plan, to be consistent with the treatment of
stock options upon the same termination scenarios. For prior
grants, unvested restricted stock is forfeited upon termination
resulting from death, disability or retirement. Upon termination
for other reasons, unvested restricted stock is forfeited,
unless specified differently in employment or change of control
agreements.
Stock
Options
Stock options reward our executives for increases in the value
of our common stock. They reflect our philosophy of
pay-for-performance
because they have no value unless the share price appreciates.
We recognize that options have high share price
leverage and, as a result, tend to be a high-risk,
high-reward long-term incentive vehicle. However, we believe
they provide a good balance between the other two components of
our long-term incentive program. The multi-year vesting of our
stock options also serves as a retention incentive for our
executives.
Options are granted with exercise prices equal to the fair
market value (closing price) of our common stock on the date of
grant. Beginning in January 2006, options include a
stock-settled stock appreciation right, or SAR, feature that
allows the option holder to receive the net appreciation of the
underlying option in shares of our common stock. In this way,
fewer shares are consumed from our Incentive Stock Plan than
through a traditional option exercise through a broker. The
above-described 2007 option grants have ten-year terms and vest
in three equal annual installments, beginning on
February 2, 2008. From time to time, special grants of
options have been made to executives for retention purposes.
These special option grants generally vest in five equal annual
installments. Vesting accelerates upon death, disability,
approved retirement, or upon a change of control, as defined in
our Incentive Stock Plan. Upon termination for any other reason,
unvested options are forfeited, unless specified differently in
employment and change of control agreements. For all options
granted beginning in January 2006, upon termination for any
reason other than cause, options remain outstanding for one year
(or the remaining term, if shorter); upon termination for cause,
all options are immediately forfeited.
Shareholder
Value Plan
The Shareholder Value Plan is designed to reward relative
total shareholder return, or TSR, performance as compared to
other equity REITs, against which we compete for executive
talent and investment dollars. This provides a balance between
rewards for absolute share price and total shareholder
return performance that are provided by our other long-term
incentive compensation components. Under the Shareholder Value
Plan, participants are each given a target incentive award,
expressed as a dollar value. Each participant has the
opportunity to earn between 0% and 300% of the target award
26
based on our TSR percentile
ranking relative to the TSR of the equity REITs in the NAREIT
Total Return Index over a three-year period. A new three-year
performance period begins each year.
Payouts as percentages of target awards are based on our total
shareholder return percentile ranking for each three-year
period. The payout matrix for performance periods beginning
prior to January 1, 2007 is illustrated in the table below
with interpolation between points.
|
|
|
|
|
|
|
Payout
|
|
Percentile Ranking
|
|
(% of Target)
|
|
|
90th +
|
|
|
300%
|
|
85th
|
|
|
250%
|
|
80th
|
|
|
200%
|
|
75th
|
|
|
175%
|
|
70th
|
|
|
150%
|
|
65th
|
|
|
125%
|
|
60th
|
|
|
100%
|
|
55th
|
|
|
75%
|
|
50th
|
|
|
50%
|
|
< 50th
|
|
|
0%
|
|
The program was implemented in 2002, and payouts for performance
periods completed since the programs inception are as
follows:
|
|
|
|
|
|
|
|
|
|
|
Percentile
|
|
|
Payout
|
|
Performance Period
|
|
Ranking
|
|
|
(% of Target)
|
|
|
2002-2004
|
|
|
7.6%
|
|
|
|
0%
|
|
2003-2005
|
|
|
58.1%
|
|
|
|
90%
|
|
2004-2006
|
|
|
53.8%
|
|
|
|
70%
|
|
As part of the 2006 compensation review, the Committee
determined that the payout matrix under the Shareholder Value
Plan was not delivering compensation awards commensurate with
our level of performance and desired competitive position
(market median compensation for target or median level
performance), as evidenced by payouts below 100% of target,
despite above-median performance during the past two performance
periods. The Shareholder Value Plan payout matrix was a
contributing factor to, but not the only reason for, the
below-median levels of compensation provided to our NEOs. At
Cooks recommendation, the Committee revised the payout
matrix for the
2007-2009
performance period to provide a payout of 100% of target for
performance at the 50th percentile, with above-target
payouts for above-median performance, as illustrated in the
table below. Maximum payouts remain at 300% of target for
90th percentile performance or above.
27
|
|
|
|
|
|
|
Payout
|
|
Percentile Ranking
|
|
(% of Target)
|
|
|
90th +
|
|
|
300%
|
|
85th
|
|
|
267%
|
|
80th
|
|
|
233%
|
|
75th
|
|
|
200%
|
|
70th
|
|
|
180%
|
|
65th
|
|
|
160%
|
|
60th
|
|
|
140%
|
|
55th
|
|
|
120%
|
|
50th
|
|
|
100%
|
|
< 50th
|
|
|
0%
|
|
Special
Restricted Stock Grants to Chief Financial Officer
At its January 2006 and February 2007 meetings, the Committee
granted Mr. Papa special restricted stock awards with a
grant-date present value of $125,000 and $400,000, respectively,
to reward his performance, recognize his importance to the
organization and ensure his continued employment.
Mr. Papas special restricted stock awards of 3,113
and 8,334 shares of restricted stock, respectively, vest in
five equal annual installments beginning on December 31,
2006 and 2007, respectively.
Timing
of Awards and Equity Award Grant Policy
The Committee approves all grants of stock options and shares of
restricted stock to employees and directors. The Committee
reviews recommendations for and approves equity compensation
grants to executives on our Management Committee. The Committee
also approves grants to other executives and associates, but
generally approves an aggregate pool of grants, the allocation
of which is recommended by management.
Annual grants are made at a scheduled Committee meeting in the
first quarter of the fiscal year, generally in January or
February. For grants with respect to 2006 performance, the
Committee approved grant values and made the grants at its
meeting in February 2007. These values were converted to
restricted stock based on $48.00, the closing price of our
common stock on the meeting date or the number of stock options
calculated based on a Black Scholes value of $7.224 per
share. See Note 2 to the Long-Term Incentive Awards for
2006 Performance table on page 25 for the assumptions made
in determining Black Scholes values. The exercise price of stock
options granted on that date is $48.00. For other equity awards
(e.g., new hire grants, promotional grants, or other special
grants), the grant date is the approval date or the hire or
promotion date. The grant price is the closing price of our
common stock on the date of grant.
Loans
to Executive Officers
We made loans to certain executive officers in 1999 and 2001.
The purpose of these loans was generally to facilitate the
executives purchase of our common stock. Some of these
loans included forgiveness provisions where the principal amount
would be forgiven in annual installments over five or ten years.
In this way, these loans were economically similar to a
restricted stock grant with annual installment vesting. All of
the loans bear interest at 6.32%. Interest is payable quarterly
and the loans are due in full on the earlier of (1) the
tenth anniversary of the date of the note or
(2) 30 days after the employee ceases for any reason
to be an employee of Post. The loans were made prior to
July 30, 2002, the effective date of the Sarbanes-Oxley Act
of 2002. Pursuant to the Sarbanes-Oxley Act, we may not
28
extend further loans or change the
payment terms of existing loans, but we may allow these loans to
remain in place under their original terms. During 2006, we had
outstanding loans to Messrs. Stockert and Wilkes and
forgave $100,000 and $40,000 of the outstanding balance under
these loans to Mr. Stockert and Mr. Wilkes,
respectively. For further details regarding these loans, see
Certain Relationships and Related Party
Transactions Loans to Executive Officers.
Employee
Stock Purchase Plan
We maintain a nonqualified employee stock purchase plan (ESPP)
which allows eligible participants to purchase our common stock
through payroll deductions or contributions of cash. Eligible
participants include employees and non-employee directors. The
purchase price is 85% of the lesser of the closing price per
share on the first trading day of the purchase period or the
closing price per share on the last trading day of the purchase
period. There are two six-month purchase periods each year, and
the maximum purchase amount is $100,000 per year. Because
our ESPP includes a purchase price look-back feature
and our purchase discount is higher than 5%, our ESPP is deemed
compensatory. Compensation cost is calculated under
SFAS 123R and accrued over the purchase period. Because
this stock purchase discount is generally available to all
salaried employees, no disclosure of the cost attributable to
purchases by our NEOs is required in the Summary Compensation
Table.
Deferred
Compensation Plan
We maintain a board-approved Deferred Compensation Plan for
directors and eligible employees. Employee participants may
voluntarily defer all or a portion of base salary and bonus into
the plans benchmark investment alternatives, which are
similar to those provided in our 401(k) plan. Non-employee
director participants may defer cash fees into our common stock
held in a rabbi trust. The plan does not permit us to make
company contributions to employee and director accounts. For
further details about the Deferred Compensation Plan, see the
Nonqualified Deferred Compensation table and related narrative
disclosure.
Benefits
and Perquisites
The NEOs participate in the same benefits programs available to
all of our employees, including:
|
|
|
|
|
health, dental and vision insurance,
|
|
|
|
group term life and accidental death and dismemberment insurance,
|
|
|
|
short-term and long-term disability coverage, and
|
|
|
|
participation in our tax-qualified 401(k) plan (our match for
2006 was 50% of each employees contributions up to 6% of
earnings).
|
We provide limited executive perquisites, including:
|
|
|
|
|
in 2006, we provided each executive a $7,200 annual car
allowance (beginning in 2007, this perquisite has been
eliminated and the value was included in base salary through a
one-time adjustment),
|
|
|
|
we pay for membership dues for certain private clubs used
primarily for business purposes, the sum of which did not exceed
$11,000 in the aggregate for all of our NEOs in 2006, and
|
|
|
|
we provide supplemental long-term disability insurance.
|
29
Stock
Ownership Guidelines
We implemented stock ownership guidelines in 2007, which require
our executive officers and non-employee directors to own and
hold our common stock equal in value to a multiple of base
salary or annual cash retainer, as follows:
|
|
|
Chief Executive Officer
|
|
3x base salary
|
Other NEOs
|
|
2x base salary
|
Non-employee directors
|
|
5x annual cash retainer
|
NEOs and non-employee directors must achieve the required stock
ownership within five years from the implementation of the
guideline. Newly elected officers and non-employee directors
must achieve the guidelines within five years from the date of
their initial election. Shares counted toward the ownership
requirement include all shares beneficially owned by an officer
or director, as such term is defined under
Rule 13d-3
under the Securities Exchange Act of 1934, excluding shares that
would be deemed to be beneficially owned as a result of the
ownership of stock options.
To facilitate compliance with the guidelines, 50% of the net
after-tax profit shares acquired by the executive or director
through equity compensation programs (e.g., stock option
exercises, earned performance shares and vested restricted
stock) must be held until the executive or director satisfies
the ownership guidelines. Net after-tax profit shares are the
shares remaining after payment of any exercise price and taxes
owed at the exercise of any option or stock appreciation right,
vesting of restricted stock or earn out of performance shares.
If an executive officer or director fails to comply with the
guidelines within five years, 100% of the executives or
directors net after-tax profit shares acquired through
equity compensation programs must be held until the executive or
director meets the guideline.
As of December 31, 2006, each of our NEOs and all but two
of our non-employee directors beneficially owned shares in
excess of the minimum ownership requirements.
Employment
Agreements
We have employment agreements with each of our NEOs. We entered
into these agreements to recruit and retain each executive.
These agreements provide each NEO with a competitive level of
financial security in the event of certain involuntary
terminations. In particular, these agreements provide for
severance in the event of an involuntary termination without
cause related to a change of control (as defined below), which
allows each executive to remain neutral and encourages each
executive to maximize shareholder value in the face of a
transaction that could eliminate his or her job. Change of
control severance for the NEOs would be provided if the
executive is involuntarily terminated without cause, resigns for
good reason within a certain period of time of the change of
control, or resigns for any reason within the
90-day
period commencing on the one-year anniversary of a change of
control (commonly referred to as a modified double
trigger). In return for severance benefits, these
agreements protect the company through certain restrictive
covenants (e.g., non-competition, non-solicitation, etc.) for a
period of time post-termination. See the discussion under
Employment Agreements and Potential Payments
upon Termination or Change of Control for more detail
regarding these agreements and benefits payable upon a
termination or change of control.
Effect
of Regulatory Requirements on Executive
Compensation
Section 162(m). Under Section 162(m)
of the Internal Revenue Code (Code), certain limits are placed
on the tax deductibility of compensation paid to our Chief
Executive Officer and our four other most highly compensated
executives unless the compensation meets the requirement for
performance-based compensation as set forth in the
tax law and the related regulations. In designing our
compensation programs and practices, we have taken the possible
effect of Section 162(m) into account, but we
30
recognize the need to maintain
flexibility in establishing compensation plans and arrangements
for our executive officers in order to achieve our business
objectives. As long as we qualify as a REIT, we do not pay taxes
at the corporate level. As such, we believe any loss of
deductibility of compensation does not have a significant
adverse impact on us. In 2006, all compensation paid to these
executives was deductible under Section 162(m).
To the extent that any part of our compensation expense does not
qualify for deduction under Section 162(m), a larger
portion of stockholder distributions may be subject to federal
income tax as ordinary income rather than return of capital, and
any such compensation allocated to our taxable REIT subsidiaries
whose income is subject to federal income tax would result in an
increase in income taxes due to the inability to deduct such
compensation. The Committee will continue to use its best
judgment when adopting any plan or compensation arrangement by
taking into account all factors, including the materiality of
any deductions that might be lost as well as the broader
interests to be served by paying competitive compensation.
Section 409A. Section 409A of the
Code generally changes the tax rules that affect most forms of
deferred compensation that were not earned and vested prior to
2005. Although complete guidance regarding Section 409A has
not been issued by the Internal Revenue Service, the Committee
takes Section 409A into account in determining the form and
timing of compensation paid to our executives. Our company
operates and administers its compensation arrangements in
accordance with a reasonable good faith interpretation of the
new rules. See the Nonqualified Deferred Compensation table and
associated narrative for a more detailed discussion of our
nonqualified deferred compensation arrangements.
Sections 280G and
4999. Sections 280G and 4999 of the Code of
1986 limit our companys ability to take a tax deduction
for certain excess parachute payments (as defined in
Code Sections 280G and 4999) and impose excise taxes
on each executive that receives excess parachute
payments in connection with his or her severance from our
company in connection with a change of control. The Committee
considers the adverse tax liabilities imposed by Code
Sections 280G and 4999, as well as other competitive
factors, when it structures certain post-termination
compensation payable to our NEOs.
Accounting Rules. We account for stock-based
employee compensation (currently stock options and restricted
stock) using the fair value based method of accounting described
in SFAS 123R. We record the cost of awards with service
conditions based on the grant-date fair value of the award. The
cost of the awards is recognized over the period during which an
employee is required to provide service in exchange for the
award (i.e., the vesting period). In the event that an award is
forfeited due to certain terminations of service, no further
compensation cost is recognized and it is possible that
previously recognized compensation expense could be reversed. As
of December 31, 2006, there were no unvested equity awards
subject to performance-based or market-based conditions. The
Committee takes into consideration the accounting treatment of
alternative grant proposals under SFAS 123R when
determining the form and timing of equity compensation grants to
employees, including our NEOs.
31
2006
Summary Compensation Table
The following table sets forth information concerning total
compensation for the Named Executive Officers during 2006. The
Named Executive Officers are our Chief Executive Officer, Chief
Financial Officer and three other most highly compensated
executive officers ranked by their total compensation in the
table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Total
|
|
Name and Principal Position
|
|
Year
|
|
|
($)(1)
|
|
|
($)(2)
|
|
|
($)(3)
|
|
|
($)(3)
|
|
|
Total ($)(4)
|
|
|
($)(5)
|
|
|
($)
|
|
|
David P. Stockert
|
|
|
2006
|
|
|
|
390,000
|
|
|
|
200,000
|
|
|
|
282,522
|
|
|
|
223,318
|
|
|
|
70,000
|
|
|
|
121,934
|
|
|
|
1,287,774
|
|
President & Chief
Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher J. Papa
|
|
|
2006
|
|
|
|
315,000
|
|
|
|
160,000
|
|
|
|
126,143
|
|
|
|
86,287
|
|
|
|
|
|
|
|
15,497
|
|
|
|
702,927
|
|
Executive VP & Chief
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas D. Senkbeil
|
|
|
2006
|
|
|
|
365,000
|
|
|
|
185,000
|
|
|
|
216,474
|
|
|
|
191,684
|
|
|
|
36,750
|
|
|
|
22,137
|
|
|
|
1,017,045
|
|
Executive VP & Chief
Investment Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas L. Wilkes
|
|
|
2006
|
|
|
|
330,000
|
|
|
|
170,000
|
|
|
|
156,509
|
|
|
|
118,669
|
|
|
|
35,000
|
|
|
|
57,667
|
|
|
|
867,845
|
|
Executive VP & President,
Post Apartment Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sherry W. Cohen
|
|
|
2006
|
|
|
|
265,000
|
|
|
|
125,000
|
|
|
|
101,019
|
|
|
|
77,052
|
|
|
|
21,000
|
|
|
|
16,757
|
|
|
|
605,828
|
|
Executive VP & Corporate
Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Each of the NEOs contributed a
portion of his or her salary to our 401(k) plan. In addition,
Ms. Cohen deferred a portion of her salary under the
Deferred Compensation Plan, which is included in the 2006
Nonqualified Deferred Compensation table.
|
|
(2)
|
|
Represents amounts earned during
2006 under our annual cash incentive plan, as described under
the caption Annual Cash Incentives in Compensation
Discussion and Analysis.
|
|
(3)
|
|
Represents the compensation costs
of restricted stock awards and stock option awards for financial
reporting purposes for the year under SFAS 123R (excluding
estimates for forfeitures), rather than amounts paid to or
realized by the NEO. See Note 9 to the consolidated
financial statements in our annual reports on
Form 10-K
for the years ended December 31, 2006 and December 31,
2005 for the assumptions made in determining SFAS 123R
values. For restricted stock awards, there can be no assurance
that the value received upon the vesting of such awards will be
equal to the SFAS 123R value. For stock option awards,
there can be no assurance that the options will ever be
exercised (in which case no value will be realized by the
executive) or that the value received on the exercise of such
awards will equal the SFAS 123R value. For further
information on these awards, please see Grants of
Plan-Based Awards in 2006 below.
|
|
(4)
|
|
Represents awards earned under our
Shareholder Value Plan for performance during the three-year
performance period ended December 31, 2006, as described
under the caption Long-Term Cash and Equity Incentive
Compensation Shareholder Value Plan in
Compensation Discussion and Analysis.
|
32
|
|
|
(5)
|
|
The detail of All Other
Compensation is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance
|
|
|
|
|
|
|
401(k) Match
|
|
|
Premiums
|
|
|
Perquisites
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)(a)
|
|
|
David P. Stockert
|
|
|
6,600
|
|
|
|
2,524
|
|
|
|
112,810
|
|
Christopher J. Papa
|
|
|
6,600
|
|
|
|
1,697
|
|
|
|
7,200
|
|
Thomas D. Senkbeil
|
|
|
6,600
|
|
|
|
3,747
|
|
|
|
11,790
|
|
Thomas L. Wilkes
|
|
|
6,600
|
|
|
|
2,847
|
|
|
|
48,220
|
|
Sherry W. Cohen
|
|
|
6,541
|
|
|
|
3,016
|
|
|
|
7,200
|
|
|
|
|
(a)
|
|
This column reports certain
perquisites earned by the NEOs in 2006. It includes $100,000 and
$40,000 of loan forgiveness for Messrs. Stockert and
Wilkes, respectively. Perquisites also include automobile
allowances and membership dues for private clubs, none of which
individually exceeded the greater of $25,000 or 10% of the total
amount of these benefits for any NEO.
|
Grants of
Plan-Based Awards in 2006
The following table sets forth information with respect to
grants of non-equity incentive plan awards, equity incentive
plan awards, all other stock awards and all other stock option
awards to each of the Named Executive Officers during 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
|
|
|
Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
Exercise
|
|
|
Fair
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
or Base
|
|
|
Value of
|
|
|
|
|
|
|
Estimated Possible Payouts Under
|
|
|
Shares of
|
|
|
Securities
|
|
|
Price of
|
|
|
Stock and
|
|
|
|
|
|
|
Non-Equity Incentive Plan Awards
|
|
|
Stock or
|
|
|
Underlying
|
|
|
Option
|
|
|
Option
|
|
|
|
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Units
|
|
|
Options
|
|
|
Awards
|
|
|
Award
|
|
Name
|
|
Grant Date
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)(1)
|
|
|
($/Sh)
|
|
|
($)(2)
|
|
|
David P. Stockert
|
|
|
01/18/2006
|
(3)
|
|
|
|
|
|
|
85,000
|
|
|
|
255,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,981
|
(4)
|
|
|
|
|
|
|
|
|
|
|
199,987
|
|
|
|
|
01/18/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,000
|
|
|
|
40.15
|
|
|
|
288,072
|
|
Christopher J. Papa
|
|
|
01/18/2006
|
(3)
|
|
|
|
|
|
|
50,000
|
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,849
|
(5)
|
|
|
|
|
|
|
|
|
|
|
274,987
|
|
|
|
|
01/18/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
40.15
|
|
|
|
144,036
|
|
Thomas D. Senkbeil
|
|
|
01/18/2006
|
(3)
|
|
|
|
|
|
|
80,000
|
|
|
|
240,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,359
|
(4)
|
|
|
|
|
|
|
|
|
|
|
175,014
|
|
|
|
|
01/18/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
40.15
|
|
|
|
240,060
|
|
Thomas L. Wilkes
|
|
|
01/18/2006
|
(3)
|
|
|
|
|
|
|
50,000
|
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,736
|
(4)
|
|
|
|
|
|
|
|
|
|
|
150,000
|
|
|
|
|
01/18/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
40.15
|
|
|
|
144,036
|
|
Sherry W. Cohen
|
|
|
01/18/2006
|
(3)
|
|
|
|
|
|
|
35,000
|
|
|
|
105,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,491
|
(4)
|
|
|
|
|
|
|
|
|
|
|
100,014
|
|
|
|
|
01/18/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,500
|
|
|
|
40.15
|
|
|
|
84,021
|
|
|
|
|
(1)
|
|
Represents stock options granted
on January 18, 2006. One-third of these options became
exercisable on January 18, 2007, one-third will become
exercisable on January 18, 2008 and one-third will become
exercisable on January 18, 2009. Options granted on
January 18, 2006 include a SAR feature as part of the
option grant. Pursuant to the SAR feature, the option holder has
the choice of receiving the net appreciation of the underlying
option in net shares of our common stock in lieu of exercising
the option.
|
|
(2)
|
|
Represents the full grant-date
present value of restricted stock awards and stock option awards
granted during 2006 computed in accordance with SFAS 123R.
See Note 9 to the consolidated financial statements in our
annual report on
Form 10-K
for the year ended December 31, 2006 for the assumptions
made in determining SFAS 123R values. For restricted stock
awards, there can be no assurance that the value received upon
the vesting of such awards will be equal to the SFAS 123R
value. For stock option awards, there can be no assurance that
the options will ever be exercised (in which case no value will
be realized
|
33
|
|
|
|
|
by the executive) or that the
value received on the exercise of such awards will equal the
SFAS 123R value.
|
|
|
|
(3)
|
|
Represents possible future payouts
to the NEOs under our Shareholder Value Plan for performance
during the three-year performance period from January 1,
2006 through December 31, 2008. Our Shareholder Value Plan
gives participants the opportunity to receive a percentage of a
target award for each performance period based on our total
shareholder return in relation to the total shareholder return
reported for such period in the NAREIT total return index for
all equity REITs whose return is reported in such index. A
performance period is a three calendar year period, and a target
award will be set for each participant for each performance
period. A percentage of a participants target award will
be payable for a performance period under the plans
standard benchmark rankings and related target bonus payment
percentage only if our total shareholder return for a
performance period ranks in the top 50% of all equity REITs
whose total shareholder return is reported in the NAREIT total
return index for such period. Thus, the plan is intended to tie
a participants payment to our long-term performance
relative to the long-term performance of other REITs in
providing a total return to our shareholders. The potential
payments are performance-driven and therefore at risk. The
performance goals and payout multiples are described in further
detail in the Compensation Discussion and Analysis. Amounts
earned by the NEOs for the three-year performance period from
January 1, 2004 through December 31, 2006 are included
in the Summary Compensation Table above.
|
|
(4)
|
|
Represents restricted stock
granted on January 18, 2006. One-third of these shares
vested on December 31, 2006, one-third will vest on
December 31, 2007 and one-third will vest on
December 31, 2008. Dividends are paid on all shares of
restricted stock.
|
|
(5)
|
|
Represents restricted stock
granted on January 18, 2006. Of these, 3,736 vest as
follows: one-third vested on December 31, 2006; one-third
vest on December 31, 2007 and one-third vest on
December 31, 2008. The remaining 3,113 vest as follows:
one-fifth vested on December 31, 2006; one-fifth vest on
December 31, 2007, one-fifth vest on December 31,
2008, one-fifth vest on December 31, 2009 and one-fifth
vest on December 31, 2010.
|
34
Outstanding
Equity Awards at 2006 Fiscal Year-End
The following table sets forth information with respect to all
outstanding option and stock awards for each of the Named
Executive Officers as of December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
Plan Awards:
|
|
|
|
Option Awards(1)
|
|
|
Awards:
|
|
|
Market
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Value of
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Unearned
|
|
|
Unearned
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Option
|
|
|
|
|
|
Shares
|
|
|
Shares, That
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Exercise
|
|
|
Option
|
|
|
That
|
|
|
Have Not
|
|
|
|
|
|
|
Options (#)
|
|
|
Options (#)
|
|
|
Price
|
|
|
Expiration
|
|
|
Have Not
|
|
|
Vested
|
|
Name
|
|
Grant Date
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
($)
|
|
|
Date
|
|
|
Vested (#)
|
|
|
($)(7)
|
|
|
David P. Stockert
|
|
|
05/31/01
|
|
|
|
175,000
|
|
|
|
|
|
|
|
36.47
|
|
|
|
05/31/11
|
|
|
|
|
|
|
|
|
|
|
|
|
01/30/03
|
|
|
|
23,000
|
|
|
|
|
|
|
|
24.01
|
|
|
|
01/30/13
|
|
|
|
|
|
|
|
|
|
|
|
|
07/17/03
|
|
|
|
105,000
|
|
|
|
70,000
|
(1)
|
|
|
26.07
|
|
|
|
07/17/13
|
|
|
|
|
|
|
|
|
|
|
|
|
01/20/04
|
|
|
|
33,332
|
|
|
|
16,668
|
(2)
|
|
|
27.98
|
|
|
|
01/20/14
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/05
|
|
|
|
16,666
|
|
|
|
33,334
|
(3)
|
|
|
32.53
|
|
|
|
01/18/15
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/06
|
|
|
|
|
|
|
|
60,000
|
(4)
|
|
|
40.15
|
|
|
|
01/18/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,090
|
|
|
|
1,329,413
|
|
Christopher J. Papa
|
|
|
12/01/03
|
|
|
|
10,000
|
|
|
|
20,000
|
(5)
|
|
|
28.99
|
|
|
|
12/01/13
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/05
|
|
|
|
|
|
|
|
16,667
|
(3)
|
|
|
32.53
|
|
|
|
01/18/15
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/06
|
|
|
|
|
|
|
|
30,000
|
(4)
|
|
|
40.15
|
|
|
|
01/18/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,388
|
|
|
|
337,632
|
|
Thomas D. Senkbeil
|
|
|
06/03/03
|
|
|
|
99,000
|
|
|
|
66,000
|
(6)
|
|
|
26.78
|
|
|
|
06/03/13
|
|
|
|
|
|
|
|
|
|
|
|
|
01/20/04
|
|
|
|
20,000
|
|
|
|
10,000
|
(2)
|
|
|
27.98
|
|
|
|
01/20/14
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/05
|
|
|
|
16,666
|
|
|
|
33,334
|
(3)
|
|
|
32.53
|
|
|
|
01/18/15
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/06
|
|
|
|
|
|
|
|
50,000
|
(4)
|
|
|
40.15
|
|
|
|
01/18/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,858
|
|
|
|
1,044,611
|
|
Thomas L. Wilkes
|
|
|
02/19/98
|
|
|
|
6,667
|
|
|
|
|
|
|
|
38.94
|
|
|
|
02/19/08
|
|
|
|
|
|
|
|
|
|
|
|
|
11/20/98
|
|
|
|
5,000
|
|
|
|
|
|
|
|
38.50
|
|
|
|
11/20/08
|
|
|
|
|
|
|
|
|
|
|
|
|
02/18/99
|
|
|
|
20,834
|
|
|
|
|
|
|
|
36.13
|
|
|
|
02/18/09
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/00
|
|
|
|
26,316
|
|
|
|
|
|
|
|
38.13
|
|
|
|
02/10/10
|
|
|
|
|
|
|
|
|
|
|
|
|
05/31/01
|
|
|
|
50,000
|
|
|
|
|
|
|
|
36.47
|
|
|
|
05/31/11
|
|
|
|
|
|
|
|
|
|
|
|
|
07/17/03
|
|
|
|
10,000
|
|
|
|
40,000
|
(1)
|
|
|
26.07
|
|
|
|
07/17/13
|
|
|
|
|
|
|
|
|
|
|
|
|
01/20/04
|
|
|
|
10,000
|
|
|
|
10,000
|
(2)
|
|
|
27.98
|
|
|
|
01/20/14
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/05
|
|
|
|
8,333
|
|
|
|
16,667
|
(3)
|
|
|
32.53
|
|
|
|
01/18/15
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/06
|
|
|
|
|
|
|
|
30,000
|
(4)
|
|
|
40.15
|
|
|
|
01/18/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,350
|
|
|
|
701,495
|
|
Sherry W. Cohen
|
|
|
02/20/97
|
|
|
|
8,853
|
|
|
|
|
|
|
|
38.63
|
|
|
|
02/20/07
|
|
|
|
|
|
|
|
|
|
|
|
|
02/19/98
|
|
|
|
9,915
|
|
|
|
|
|
|
|
38.94
|
|
|
|
02/19/08
|
|
|
|
|
|
|
|
|
|
|
|
|
11/20/98
|
|
|
|
10,000
|
|
|
|
|
|
|
|
38.50
|
|
|
|
11/20/08
|
|
|
|
|
|
|
|
|
|
|
|
|
02/18/99
|
|
|
|
42,667
|
|
|
|
|
|
|
|
36.13
|
|
|
|
02/18/09
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/00
|
|
|
|
40,000
|
|
|
|
|
|
|
|
38.13
|
|
|
|
02/10/10
|
|
|
|
|
|
|
|
|
|
|
|
|
07/17/03
|
|
|
|
3,334
|
|
|
|
|
|
|
|
26.07
|
|
|
|
07/17/13
|
|
|
|
|
|
|
|
|
|
|
|
|
07/17/03
|
|
|
|
15,000
|
|
|
|
30,000
|
(1)
|
|
|
26.07
|
|
|
|
07/17/13
|
|
|
|
|
|
|
|
|
|
|
|
|
01/20/04
|
|
|
|
13,332
|
|
|
|
6,668
|
(2)
|
|
|
27.98
|
|
|
|
01/20/14
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/05
|
|
|
|
4,166
|
|
|
|
8,334
|
(3)
|
|
|
32.53
|
|
|
|
01/18/15
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/06
|
|
|
|
|
|
|
|
17,500
|
(4)
|
|
|
40.15
|
|
|
|
01/18/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,495
|
|
|
|
433,922
|
|
|
|
|
(1)
|
|
One-half of unvested portion vests
on each of July 17, 2007 and 2008.
|
|
(2)
|
|
Vested on January 20, 2007.
|
35
|
|
|
(3)
|
|
One-half of unvested portion
vested on January 18, 2007 and one-half vests on
January 18, 2008.
|
|
(4)
|
|
One-third vested on
January 18, 2007 and one-third vests on each of
January 18, 2008 and 2009.
|
|
(5)
|
|
One-half of unvested portion vests
on each of December 1, 2007 and 2008.
|
|
(6)
|
|
One-half of unvested portion vests
on each of June 2, 2007 and 2008.
|
|
(7)
|
|
The market value of the restricted
stock awards is based on the closing price of our common stock
on the NYSE as of December 31, 2006, which was $45.70.
|
Option
Exercises and Stock Vested in 2006
The following table sets forth information concerning the
amounts realized upon the exercise of options and on the vesting
of stock during 2006 by each of the Named Executive Officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of Shares
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
|
Acquired on
|
|
|
Value Realized on
|
|
|
Acquired on
|
|
|
Value Realized on
|
|
Name
|
|
Exercise (#)
|
|
|
Exercise ($)(1)
|
|
|
Vesting (#)
|
|
|
Vesting ($)(2)
|
|
|
David P. Stockert
|
|
|
23,000
|
|
|
|
551,770
|
|
|
|
9,440
|
|
|
|
431,888
|
|
Christopher J. Papa
|
|
|
8,333
|
|
|
|
112,010
|
|
|
|
3,581
|
|
|
|
165,280
|
|
Thomas D. Senkbeil
|
|
|
|
|
|
|
|
|
|
|
7,094
|
|
|
|
323,561
|
|
Thomas L. Wilkes
|
|
|
60,000
|
|
|
|
1,250,436
|
|
|
|
5,109
|
|
|
|
233,721
|
|
Sherry W. Cohen
|
|
|
20,000
|
|
|
|
405,645
|
|
|
|
3,266
|
|
|
|
149,400
|
|
|
|
|
(1)
|
|
Amounts reflect the difference
between the exercise price of the stock option and the price of
our common stock on the NYSE at the time of exercise, multiplied
by the number of shares underlying the option exercised.
|
|
(2)
|
|
Amounts reflect the closing price
of our common stock on the NYSE of the restricted stock on the
day the stock vested.
|
2006
Nonqualified Deferred Compensation
The following table sets forth information regarding deferred
compensation that is not tax-qualified for each of the Named
Executive Officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
Executive
|
|
|
Aggregate
|
|
|
Balance at
|
|
|
|
Contributions
|
|
|
Earnings
|
|
|
December 31,
|
|
|
|
in 2006
|
|
|
in 2006
|
|
|
2006
|
|
Name
|
|
($)(1)
|
|
|
($)
|
|
|
($)(2)
|
|
|
David P. Stockert
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher J. Papa
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas D. Senkbeil
|
|
|
|
|
|
|
25,967
|
|
|
|
227,539
|
|
Thomas L. Wilkes
|
|
|
|
|
|
|
1,262
|
|
|
|
12,922
|
|
Sherry W. Cohen
|
|
|
50,052
|
|
|
|
34,532
|
|
|
|
303,212
|
|
|
|
|
(1)
|
|
The amounts in this column are
also included in the salary column of the Summary Compensation
Table.
|
36
|
|
|
(2)
|
|
Of the totals in this column, the
following amounts have previously been reported in the Summary
Compensation Table for this year, and for previous years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported in
|
|
|
Reported in
|
|
|
|
|
|
|
Current
|
|
|
Previous Years
|
|
|
|
|
|
|
Summary
|
|
|
Summary
|
|
|
|
|
|
|
Compensation
|
|
|
Compensation
|
|
|
|
|
|
|
Table
|
|
|
Table
|
|
|
Total
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
David P. Stockert
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher J. Papa
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas D. Senkbeil
|
|
|
|
|
|
|
192,500
|
|
|
|
192,500
|
|
Thomas L. Wilkes
|
|
|
|
|
|
|
20,000
|
|
|
|
20,000
|
|
Sherry W. Cohen
|
|
|
50,052
|
|
|
|
196,000
|
|
|
|
246,052
|
|
Each NEO may elect to defer the payment of all or a portion of
his or her salary and bonus for any calendar year under our
Deferred Compensation Plan. The amount of compensation that may
be deferred under the plan is not limited.
The deferrals made by a participant under the plan are credited
to a bookkeeping account for the participant. We will make
adjustments to each participants account balance to
reflect the investment return that would have been received had
the account balance been invested in one or more benchmark
return options which the participant elects for us to use in
making such adjustments to his or her account. The array of
benchmark return options changes from time to time; as of
December 31, 2006, NEOs and other participants could choose
among several different investments, including domestic and
international equity, income, short term investment and balanced
mutual fund investments. Participants can change their deferral
elections in accordance with procedures established by us from
time to time.
When participants elect to defer amounts, they may also select
when the amounts ultimately will be distributed to them.
Distributions may be either made at a fixed time specified by
the participant whether or not employment has then
ended or as of the participants retirement or
separation, disability, death or upon a change of control.
Distributions may also be made in the event of certain
unforseeable emergencies. A participant may elect to have us
distribute his or her account in one of the following methods:
(1) one lump sum; (2) five annual installments; or
(3) ten annual installments. However, if the balance
credited to the participants account does not exceed
$10,000, the participants account will automatically be
distributed in one lump sum. In addition, all distributions made
pursuant to a fixed time election, an unforseeable emergency,
death, or a change of control will be made in one lump sum. All
distributions are made in cash.
Employment
Agreements
We have employment agreements with our NEOs. The agreements
generally provide for a minimum base salary, eligibility to
receive an annual bonus based on individual and corporate goals
established by the Compensation Committee, incentive
compensation in the form of options to purchase our common
stock, an award of restricted stock and a target award under the
Shareholder Value Plan. The agreements also provide for
participation in our employee benefit plans and specified
executive perquisites disclosed in the Summary Compensation
Table above. As part of the employment agreements, our NEOs
agree to protect our trade secrets for so long as such
information remains a trade secret, to protect any confidential
or proprietary information for the one year period following his
or her termination of employment and to refrain from soliciting
our customers and our employees for the two year period
following his or her termination of employment. In addition, our
NEOs agree not to compete with us for the period of time
following termination specified in the table below. Included in
the employment agreements are termination
37
and change of control provisions, which are more fully described
in Potential Payments Upon Termination or Change of
Control below. Other terms of these agreements are
summarized in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Amendment/
|
|
|
Minimum
|
|
|
Annual
|
|
|
|
|
|
Term of
|
|
|
|
Date of
|
|
|
Restatement
|
|
|
Annual
|
|
|
Base
|
|
|
Non-Compete
|
|
|
Employment
|
|
Name
|
|
Agreement
|
|
|
of Agreement
|
|
|
Base Salary
|
|
|
Salary
|
|
|
Period
|
|
|
Agreement
|
|
|
David P. Stockert
|
|
|
07/18/2003
|
|
|
|
12/10/2003
|
|
|
$
|
375,000
|
|
|
$
|
405,000
|
|
|
|
1 year
|
|
|
|
07/17/2009
|
(1)
|
Christopher J. Papa
|
|
|
12/01/2003
|
|
|
|
10/17/2005
|
|
|
$
|
300,000
|
|
|
$
|
330,000
|
|
|
|
1 year
|
|
|
|
10/16/2007
|
(2)
|
Thomas D. Senkbeil
|
|
|
06/02/2003
|
|
|
|
08/01/2003
|
|
|
$
|
350,000
|
|
|
$
|
375,000
|
|
|
|
1 year
|
|
|
|
06/01/2009
|
(1)
|
|
|
|
|
|
|
|
12/08/2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas L. Wilkes
|
|
|
10/17/2005
|
|
|
|
|
|
|
$
|
320,000
|
|
|
$
|
340,000
|
|
|
|
6 months
|
|
|
|
10/16/2007
|
(2)
|
Sherry W. Cohen
|
|
|
10/17/2005
|
|
|
|
|
|
|
$
|
255,000
|
|
|
$
|
280,000
|
|
|
|
6 months
|
|
|
|
10/16/2007
|
(2)
|
|
|
|
(1)
|
|
Agreement renews for
3-year term
on each anniversary of agreement unless terminated by either
party pursuant to the agreements notice and termination
provisions.
|
|
(2)
|
|
Agreement renews for an additional
1-year term
on each anniversary of agreement unless terminated by either
party pursuant to the agreements notice and termination
provisions.
|
Potential
Payments Upon Termination or Change of Control
As part of the employment agreements with our NEOs, we have
agreed to pay certain amounts and provide certain benefits
following termination of employment or a change of control under
certain circumstances, as described below.
Termination For Cause or By Executive Without Good
Reason. In the event of termination by us for
cause or by the executive without good reason, the executives
will forfeit all compensation, perquisites and benefits provided
in the agreements, and will not continue to vest in options to
purchase common stock or in restricted stock.
Termination Without Cause or For Good
Reason. If any employment agreement is terminated
by us without cause or by one of the executives for good reason,
the executives will continue to receive all cash compensation,
other benefits under our benefit plans and certain perquisites
owed for the time periods specified for each executive in the
table below (column A) as if he or she continued to be
employed for such time periods. In addition, for
Messrs. Stockert and Senkbeil, any unvested stock options
and restricted stock shall continue to vest through the term of
their agreements, and they shall remain eligible to receive
payouts under the Shareholder Value Plan as if they continued to
be employed through the term of their agreements. For
Messrs. Papa and Wilkes and Ms. Cohen, any unvested
stock options and restricted stock shall vest on the date of
termination to the extent that any such option or share of
restricted stock would have vested 18 months from the
termination date, and they shall remain eligible to receive
payouts under the Shareholder Value Plan as if they continued to
be employed
38
18 months from the termination date. For each executive,
the period during which outstanding options may be exercised
will be determined as described in the table below (column B).
|
|
|
|
|
|
|
Payment Period for Cash
|
|
|
|
|
Compensation and Other Benefits
|
|
Exercise Period for Options Following
|
Name
|
|
Following Termination Date (A)
|
|
Termination Date (B)
|
|
David P. Stockert
|
|
remaining agreement term
|
|
deemed employed through lesser of
agreement
term and remaining option term
|
Christopher J. Papa
|
|
18 months
|
|
deemed employed through lesser of
agreement
term and remaining option term
|
Thomas D. Senkbeil
|
|
remaining agreement term
|
|
deemed employed through lesser of
agreement
term and remaining option term
|
Thomas L. Wilkes
|
|
18 months
|
|
governed by terms of individual
options
|
Sherry W. Cohen
|
|
18 months
|
|
governed by terms of individual
options
|
In addition, Mr. Stockert will receive a payout equal to
$100,000 for each year remaining under the term of his agreement
to reduce the principal amount under one of his outstanding
loans. Mr. Stockert will also receive an amount equal to
140% of the excess, if any, of the then principal and interest
on his two loans (after taking into account the principal
reduction from the payment described above) over the total
market value of any shares of our common stock purchased with
the proceeds of the loans. Further, shares of restricted stock
granted to Mr. Senkbeil on the initial date of his
agreement shall vest so that no less than five-eighths of the
total number of shares shall have vested on the date of
Mr. Senkbeils termination.
Termination in Connection with Change of
Control. If a change of control (as defined
below) occurs and an executives employment is terminated
by us without cause or by one of the executives for good reason
during the period following the change of control (the
protection period) specified in the table below (column
A) or if an executive resigns during the
90-day
period that starts on the first anniversary of the change of
control for any or no reason, the executive will, within
30 days of his or her termination, receive a lump sum
payment equal to the multiple of the executives cash
compensation set forth in the table below (column B). Cash
compensation, for purposes of change of control severance, is
defined in the agreements as the executives base salary at
the time of termination (or if greater, the average salary over
the prior three years) plus the average annual cash bonuses
earned over the prior three years. The value of the stock
options, restricted shares and Shareholder Value Plan awards are
not included. In addition, any of his or her unvested stock
options and restricted stock shall fully vest, and
notwithstanding the terms of the stock options, the options
shall remain exercisable for the remaining terms of the options
as if there had been no termination of employment. The executive
will also continue to receive coverage and benefits under the
employee benefit plans for the remainder of the protection
period. The executives also will be eligible to receive such
benefits if we terminate their employment without cause or they
resign for good reason during the
60-day
period leading up to the date of a change of control.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment Multiple of Cash
|
|
|
|
Protection
|
|
|
Compensation Following
|
|
Name
|
|
Period (A)
|
|
|
Termination (B)
|
|
|
David P. Stockert
|
|
|
3 years
|
|
|
|
3 times
|
|
Christopher J. Papa
|
|
|
3 years
|
|
|
|
3 times
|
|
Thomas D. Senkbeil
|
|
|
3 years
|
|
|
|
3 times
|
|
Thomas L. Wilkes
|
|
|
3 years
|
|
|
|
3 times
|
|
Sherry W. Cohen
|
|
|
2 years
|
|
|
|
2 times
|
|
In addition, Mr. Stockert will, within 30 days of
termination, receive a payment equal to $100,000 for each year
remaining in the protection period to reduce the principal
amount under one of
39
Mr. Stockerts outstanding loans. Mr. Stockert
will also receive an amount equal to 140% of the excess, if any,
of the then principal and interest on his two loans (after
taking into account the principal reduction from the payment
described above) over the total market value of any shares of
our common stock purchased with the proceeds of the loans.
Further, shares of restricted stock granted to Mr. Senkbeil
on the initial date of his agreement shall vest so that no less
than five-eighths of the total number of shares shall have
vested on the date of Mr. Senkbeils termination.
Definitions
and Other Provisions
Under the employment agreements, a change of control is defined
as:
|
|
|
|
|
any change which is required to be reported in a proxy statement,
|
|
|
|
a person becoming a beneficial owner of 45% or more of the
combined voting power of our then outstanding securities for the
election of directors,
|
|
|
|
the members of our board of directors at the beginning of any
period of two consecutive years or less cease for any reason to
constitute a majority of our board of directors unless their
successors were approved by at least two-thirds of the members
of our board at the beginning of such period,
|
|
|
|
the approval by our shareholders of a reorganization, merger,
consolidation or share exchange which results in our common
stock being converted or changed into securities of another
non-Post affiliated organization,
|
|
|
|
any dissolution or liquidation of Post Properties or the sale or
disposition of 50% or more of our assets or business, or
|
|
|
|
the approval by our shareholders of any reorganization, merger,
consolidation or share exchange with another corporation that
would cause existing shareholders of Post Properties to hold
less than 60% of the outstanding shares of common stock of the
surviving entity.
|
A change of control is effective under these
agreements on the date of the closing of the transaction which
effects the change of control or, if there is no such closing,
on the date the change of control is reported to the SEC.
If any of the executives would be subject to a golden
parachute excise tax as a result of the benefits called
for under the change of control provisions in his or her
employment agreement, he or she agrees to waive his or her right
to up to $25,000 of such benefits in order to eliminate such
tax. However, if such a waiver would fail to eliminate such tax,
no waiver shall be required, and we will make payments to the
executive sufficient to pay such excise tax, any additional
federal, state and local taxes due as a result of such payment
of excise taxes and any interest assessed by the Internal
Revenue Service related to such excise tax payments.
40
The tables below were prepared as though the NEOs
employment was terminated or a change of control occurred on
December 31, 2006 using the closing price of our common
stock as of December 29, 2006, the last day of the trading
year (both as required by the SEC). The amounts reflect the
acceleration of benefits described above as well as benefits
payable or other consequences under our benefit plans in
connection with a change of control. There can be no assurance
that a termination or change of control would produce the same
or similar results as those shown below if it occurs on any
other date or at any other price.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continued
|
|
|
Unvested
|
|
|
Shareholder
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
Benefits and
|
|
|
Equity
|
|
|
Value Plan
|
|
|
Excise Tax
|
|
|
|
|
|
|
Severance
|
|
|
Perquisites(1)
|
|
|
Compensation(2)
|
|
|
Payouts(3)
|
|
|
Gross-Up(4)
|
|
|
Total
|
|
|
David P. Stockert
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
cause/resignation without good reason
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death/disability/retirement
|
|
|
|
|
|
|
|
|
|
$
|
2,441,466
|
|
|
$
|
165,000
|
|
|
|
|
|
|
$
|
2,606,466
|
|
Involuntary
termination without cause, resignation for good reason
|
|
$
|
1,520,274
|
|
|
$
|
49,397
|
|
|
$
|
3,632,581
|
|
|
$
|
165,000
|
|
|
|
|
|
|
$
|
5,367,252
|
|
Involuntary
termination without cause or resignation for good reason within
60 days before or three years after a change of control;
resignation for any reason in the
90-day
period beginning on the first anniversary of a change of control
|
|
$
|
1,790,000
|
|
|
$
|
80,576
|
|
|
$
|
4,170,822
|
|
|
$
|
165,000
|
|
|
$
|
1,106,525
|
|
|
$
|
7,312,923
|
|
Christopher J. Papa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
cause/resignation without good reason
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death/disability/retirement
|
|
|
|
|
|
|
|
|
|
$
|
720,204
|
|
|
$
|
95,000
|
|
|
|
|
|
|
$
|
815,204
|
|
Involuntary
termination without cause, resignation for good reason
|
|
$
|
702,500
|
|
|
$
|
26,601
|
|
|
$
|
661,347
|
|
|
$
|
45,000
|
|
|
|
|
|
|
$
|
1,435,448
|
|
Involuntary
termination without cause or resignation for good reason within
60 days before or three years after a change of control;
resignation for any reason in the
90-day
period beginning on the first anniversary of a change of control
|
|
$
|
1,405,000
|
|
|
$
|
77,677
|
|
|
$
|
1,057,836
|
|
|
$
|
95,000
|
|
|
$
|
682,811
|
|
|
$
|
3,318,324
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continued
|
|
|
Unvested
|
|
|
Shareholder
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
Benefits and
|
|
|
Equity
|
|
|
Value Plan
|
|
|
Excise Tax
|
|
|
|
|
|
|
Severance
|
|
|
Perquisites(1)
|
|
|
Compensation(2)
|
|
|
Payouts(3)
|
|
|
Gross-Up(4)
|
|
|
Total
|
|
|
Thomas D. Senkbeil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
cause/resignation without good reason
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death/disability/retirement
|
|
|
|
|
|
|
|
|
|
$
|
2,142,429
|
|
|
$
|
155,000
|
|
|
|
|
|
|
$
|
2,297,429
|
|
Involuntary
termination without cause, resignation for good reason
|
|
$
|
1,344,164
|
|
|
$
|
45,677
|
|
|
$
|
2,845,706
|
|
|
$
|
155,000
|
|
|
|
|
|
|
$
|
4,390,547
|
|
Involuntary
termination without cause or resignation for good reason within
60 days before or three years after a change of control;
resignation for any reason in the
90-day
period beginning on the first anniversary of a change of control
|
|
$
|
1,665,000
|
|
|
$
|
79,251
|
|
|
$
|
3,187,039
|
|
|
$
|
155,000
|
|
|
$
|
1,041,105
|
|
|
$
|
6,127,395
|
|
Thomas L. Wilkes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
cause/resignation without good reason
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death/disability/retirement
|
|
|
|
|
|
|
|
|
|
$
|
1,348,404
|
|
|
$
|
95,000
|
|
|
|
|
|
|
$
|
1,443,404
|
|
Involuntary
termination without cause, resignation for good reason
|
|
$
|
730,000
|
|
|
$
|
28,514
|
|
|
$
|
1,106,548
|
|
|
$
|
45,000
|
|
|
|
|
|
|
$
|
1,910,062
|
|
Involuntary
termination without cause or resignation for good reason within
60 days before or three years after a change of control;
resignation for any reason in the
90-day
period beginning on the first anniversary of a change of control
|
|
$
|
1,460,000
|
|
|
$
|
81,709
|
|
|
$
|
2,049,945
|
|
|
$
|
95,000
|
|
|
|
|
|
|
$
|
3,686,654
|
|
Sherry W. Cohen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
cause/resignation without good reason
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death/disability/retirement
|
|
|
|
|
|
|
|
|
|
$
|
913,941
|
|
|
$
|
67,000
|
|
|
|
|
|
|
$
|
980,941
|
|
Involuntary
termination without cause, resignation for good reason
|
|
$
|
575,000
|
|
|
$
|
26,704
|
|
|
$
|
720,053
|
|
|
$
|
32,000
|
|
|
|
|
|
|
$
|
1,353,757
|
|
Involuntary
termination without cause or resignation for good reason within
60 days before or two years after a change of control;
resignation for any reason in the
90-day
period beginning on the first anniversary of a change of control
|
|
$
|
766,667
|
|
|
$
|
50,468
|
|
|
$
|
1,347,862
|
|
|
$
|
67,000
|
|
|
|
|
|
|
$
|
2,231,997
|
|
42
|
|
|
(1)
|
|
Includes medical, dental, vision,
life, accidental death and dismemberment, short-term disability,
long-term disability, and supplemental long-term disability
coverage. Cost of continued benefits is estimated using 2006
annual costs and an 8% annual growth factor. Also includes
$7,200 per year for automobile allowance, in the case of
termination related to a change of control. In 2007, this
perquisite was eliminated. The analysis includes the automobile
allowance in this termination scenario, because we are assuming
a termination date of December 31, 2006.
|
|
(2)
|
|
Amounts in this column represent
the
in-the-money
value of unvested stock options and the full value of unvested
restricted stock awards as of December 31, 2006 to the
extent vesting would be accelerated upon termination under these
scenarios. These amounts are different than our compensation
expense for granting these awards. The assumed share price upon
each termination scenario is $45.70, which was the closing price
of our common stock on the NYSE on December 29, 2006, the
last trading day of the year. Amounts also include the dollar
value of loan forgiveness for Mr. Stockert, which would
accelerate upon termination under these scenarios.
|
|
(3)
|
|
Includes an estimate of payouts
under our Shareholder Value Plan at the target award level for
the
2005-2007
and
2006-2008
performance periods. Upon termination due to death, disability
or retirement, awards for performance periods in effect would be
paid out at the end of each performance period based on actual
performance. Upon a change of control, all performance periods
in effect would terminate, and awards would be paid out at the
greater of target or actual
performance-to-date.
As of December 31, 2006, target was greater than actual
performance-to-date,
and thus the target award amount was used.
|
|
(4)
|
|
If any of the NEOs would be
subject to a golden parachute excise tax as a result
of the benefits called for under the change of control
provisions in his or her employment agreement, he or she agrees
to waive his or her right to up to $25,000 of such benefits in
order to eliminate such tax. In any such case, the benefits will
be reduced to the 280G safe harbor, which is defined
below. However, if such a waiver would fail to eliminate such
tax, no waiver shall be required, and we will make
gross-up
payments to the executive sufficient to pay such excise tax, any
additional federal, state and local taxes due as a result of
such payment of excise taxes and any interest assessed by the
Internal Revenue Service related to such excise tax payments. To
calculate the excise tax
gross-up
liability, the following assumptions were used:
|
|
|
|
|
|
The 280G safe harbor is three times each NEOs base
amount minus $1. Each executives base amount was
calculated by taking the average
W-2 income
(box 1) from the past five years
(2002-2006),
as applicable.
|
|
|
|
The excise tax rate is 20% and the combined state and federal
personal income tax rate is 42.45%, which represents the highest
marginal tax rate.
|
|
|
|
The stock award parachute calculations for purposes of
Section 280G were based on the safe harbor Black Scholes
valuation methodology in Rev. Proc.
2003-68,
using the most recent SFAS 123R option valuation
assumptions (volatility 18.09%, risk-free interest rate 4.7%,
dividend yield 3.94%, expected term 5 years) and the
remaining expected term calculated using Rev. Proc.
98-34
methodology. Per the 280G rules, the cost included in the
parachute payment for the accelerated vesting of stock options,
restricted stock, and accelerated loan forgiveness is the sum of
(1) the excess of the aggregate accelerated benefit over
the present value of the accelerated benefit and (2) the
lapse of service obligation (1% times the number of months of
vesting accelerated times the aggregate accelerated benefit).
For the Shareholder Value Plan, the full value of the award that
is accelerated is included in the parachute calculation.
|
|
|
|
Mr. Wilkes and Ms. Cohens total parachute
did not exceed the Section 280G safe harbor. As a result,
they would not have incurred any excise tax.
|
43
Compensation
Committee Interlocks and Insider Participation
During 2006, Messrs. Deriso, French and Rice and
Ms. Thayer served as members of the Executive Compensation
and Management Development Committee. During 2006:
|
|
|
|
|
none of our executive officers was a director of another entity
where one of that entitys executive officers served on our
Executive Compensation and Management Development Committee,
|
|
|
|
no member of the Executive Compensation and Management
Development Committee was an officer or employee of Post
Properties or any of its subsidiaries,
|
|
|
|
no member of the Executive Compensation and Management
Development Committee entered into any transaction with our in
which the amount involved exceeded $120,000,
|
|
|
|
none of our executive officers served on the compensation
committee of any entity where one of that entitys
executive officers served on our Executive Compensation and
Management Development Committee, and
|
|
|
|
none of our executive officers served on the compensation
committee of another entity where one of that entitys
executive officers served as a director on our board.
|
44
EXECUTIVE
COMPENSATION AND MANAGEMENT DEVELOPMENT
COMMITTEE REPORT
The Executive Compensation and Management Development Committee
of the board consists of the four directors named below, each of
whom are independent as defined in applicable SEC and NYSE rules
and under the director independence standards specified in our
Corporate Governance Guidelines.
We have the authority to engage an independent compensation
consultant or other advisors. We currently use Frederic W.
Cook & Co., Inc. as our independent compensation
consultant. Frederic W. Cook & Co. does no work for
management unless requested by our Committee chairman, receives
no compensation from Post other than for its work in advising
the Committee and maintains no other economic relationships with
Post.
We held six meetings during 2006. The meetings were designed,
among other things, to facilitate and encourage free and frank
discussion between Committee members and our consultant as well
as extensive communication among Committee members, executive
management, and other company personnel involved in executive
compensation matters.
We reviewed and discussed with management the Compensation
Discussion and Analysis that appears in this proxy statement.
Based on our review and these discussions with management and
our compensation consultant, we recommended to the board of
directors that the Compensation Discussion and Analysis be
included in this Proxy Statement for filing with the SEC.
Submitted by the Executive Compensation and Management
Development Committee:
Charles E. Rice, Chairman
Walter M. Deriso, Jr.
Russell R. French
Stella F. Thayer
45
CERTAIN
RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
In accordance with our Audit Committee charter, our Audit
Committee is responsible for reviewing the terms, conditions and
arrangements involving any related party or potential conflict
of interest transaction and for overseeing our Code of Business
Conduct, which includes disclosure requirements applicable to
our employees and our directors relating to conflicts of
interest. Accordingly, the Audit Committee is responsible for
reviewing and approving the terms and conditions of all
transactions that involve the company, one of our directors or
executive officers or any of their immediate family members.
Although we have not entered into any such transactions since
January 1, 2006 that meet the requirements for disclosure
in this Proxy Statement, if there were to be such a transaction,
we would need the approval of our Audit Committee prior to
entering into such transaction.
Loans to
Executive Officers
We made loans to certain executive officers in 1999 and 2001.
The purpose of these loans was generally to facilitate the
executives purchase of our common stock. Some of these
loans included forgiveness provisions where the principal amount
would be forgiven in annual installments over five or ten years.
In this way, these loans were economically similar to a
restricted stock grant with annual installment vesting. All of
the loans bear interest at 6.32%. Interest is payable quarterly
and the loans are due in full on the earlier of (1) the
tenth anniversary of the date of the note or
(2) 30 days after the employee ceases for any reason
to be an employee of the Company. The loans were made prior to
July 30, 2002, the effective date of the Sarbanes-Oxley Act
of 2002. Pursuant to the Sarbanes-Oxley Act, we may not extend
further loans or change the payment terms of existing loans, but
we may allow these loans to remain in place under their original
terms.
We had outstanding loans to Messrs. Stockert and Wilkes
during 2006. In addition, the All Other Compensation
column in the Summary Compensation Table reflects loan
forgiveness of $100,000 for Mr. Stockert and $40,000 for
Mr. Wilkes during 2006. The following table outlines
executive loans with outstanding balances during the year ended
December 31, 2006 for Messrs. Stockert and Wilkes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 Annual
|
|
|
|
|
|
|
Original Loan
|
|
|
Outstanding Balance
|
|
|
Outstanding Balance
|
|
|
Forgiveness
|
|
Executive
|
|
Loan Date
|
|
|
Amount
|
|
|
as of
12/31/06
|
|
|
as of
2/28/07
|
|
|
Amount
|
|
|
David P. Stockert
|
|
|
5/01
|
|
|
$
|
1,000,000
|
|
|
$
|
500,000
|
|
|
$
|
400,000
|
|
|
$
|
100,000
|
|
|
|
|
6/01
|
|
|
$
|
1,000,000
|
|
|
$
|
625,000
|
|
|
$
|
625,000
|
|
|
|
none
|
|
Thomas L. Wilkes
|
|
|
12/99
|
|
|
$
|
500,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
none
|
|
|
|
|
5/01
|
|
|
$
|
200,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
40,000
|
|
|
|
|
8/01
|
|
|
$
|
250,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
none
|
|
The May 2001 loans for Messrs. Stockert and Wilkes provide
for annual forgiveness in the amounts of $100,000 and $40,000,
respectively. The remaining balance for Mr. Wilkes
May 2001 loan was forgiven in January 2006. In the aggregate,
Messrs. Stockert and Wilkes paid down $375,000 and
$750,000, respectively, of their outstanding loan balances with
the proceeds from the sale of stock acquired upon the exercise
of outstanding options.
Other
Relationships
Pursuant to provisions of our bylaws and director and officer
indemnification agreements, we advanced legal fees incurred by
certain members of our board of directors and executive officers
in connection with derivative and direct litigation described in
our annual report on
Form 10-K
for the year ended December 31, 2006.
46
AUDIT
COMMITTEE REPORT
The Audit Committee is responsible for, among other things,
reviewing with Deloitte & Touche LLP
(Deloitte & Touche), our independent registered public
accounting firm for fiscal year 2006, the scope and results of
their audit engagement. In connection with the audit for the
year ended December 31, 2006, the Audit Committee has:
|
|
|
|
|
reviewed and discussed with management the audited financial
statements of Post Properties and Post Apartment Homes to be
included in our annual report on
Form 10-K
for the year ended December 31, 2006;
|
|
|
|
discussed with Deloitte & Touche the matters required
by Statement of Accounting Standards No. 61, as
amended; and
|
|
|
|
received from and discussed with Deloitte & Touche the
communications required by Independence Standards Board Standard
No. 1 regarding their independence.
|
Management is primarily responsible for Post Properties
financial reporting process (including its system of internal
control) and for the preparation of the consolidated financial
statements of Post Properties and Post Apartment Homes in
accordance with generally accepted accounting principles (GAAP).
Deloitte & Touche is responsible for auditing those
financial statements and issuing an opinion on whether the
audited financial statements conform with GAAP. The Audit
Committees responsibility is to monitor and review these
processes. It is not the Audit Committees duty or
responsibility to conduct auditing or accounting reviews or
procedures. Therefore, the Audit Committee has relied on
managements representation that the financial statements
have been prepared with integrity and objectivity and in
conformity with accounting principles generally accepted in the
United States and on the representations of Deloitte &
Touche included in their report to the financial statements of
Post Properties and Post Apartment Homes.
Based on the review and the discussions described in the
preceding bullet points, the Audit Committee has recommended to
the board of directors that the audited financial statements be
included in our annual report on
Form 10-K
for the year ended December 31, 2006 for filing with the
SEC.
Submitted by the Audit Committee:
Russell R. French, Chairman
Walter M. Deriso, Jr.
Charles E. Rice
Stella F. Thayer
47
CHANGE IN
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP (PricewaterhouseCoopers) audited our
consolidated financial statements for the year ended
December 31, 2005. On March 10, 2006, the Audit
Committee determined not to renew the engagement of
PricewaterhouseCoopers, effective following
PricewaterhouseCoopers completion of procedures on
March 15, 2006 regarding our consolidated financial
statements as of and for the year ended December 31, 2005
and the
Form 10-K
in which such financial statements were included.
On March 10, 2006, the Audit Committee appointed
Deloitte & Touche LLP (Deloitte & Touche) as
our independent registered public accountants. This
determination followed the Audit Committees decision to
seek proposals from independent registered public accountants to
audit our financial statements for the year ending
December 31, 2006. During the year ended December 31,
2005 and through March 15, 2006, we did not consult with
Deloitte & Touche regarding the application of
accounting principles to a specified transaction, either
completed or proposed, the type of audit opinion that might be
rendered on our financial statements, or any matter that was
either the subject of a disagreement or a reportable event as
defined in Item 304(a) of
Regulation S-K.
During the year ended December 31, 2005 and through
March 15, 2006, there were no disagreements with
PricewaterhouseCoopers on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreement, if not resolved to the
satisfaction of PricewaterhouseCoopers, would have caused such
firm to make reference thereto in its reports for such year.
During the year ended December 31, 2005 and through
March 15, 2006, there were no reportable events described
under Item 304(a)(1)(v) of
Regulation S-K.
The report of PricewaterhouseCoopers on our consolidated
financial statements for the year ended December 31, 2005
did not contain an adverse opinion or disclaimer of opinion, nor
were such reports qualified or modified as to uncertainty, audit
scope, or accounting principle. We have provided
PricewaterhouseCoopers with a copy of the foregoing disclosures.
A copy of PricewaterhouseCoopers March 15, 2006
letter stating that it agreed with our statements was included
as Exhibit 16.1 to our Current Report on
Form 8-K
filed with the SEC on March 15, 2006.
48
INDEPENDENT
REGISTERED PUBLIC ACCOUNTANT FEES AND SERVICES
2006 and
2005 Fees
Deloitte & Touche served as our independent registered
public accounting firm for the fiscal year ended
December 31, 2006. PricewaterhouseCoopers served as our
independent registered public accounting firm for the fiscal
year ended December 31, 2005. The table below summarizes
fees for professional services rendered by each of
Deloitte & Touche and PricewaterhouseCoopers for the
years ended December 31, 2006 and 2005.
|
|
|
|
|
|
|
Year Ended
|
|
Deloitte & Touche Fees
|
|
December 31, 2006
|
|
|
Audit Fees
|
|
$
|
604,500
|
(1)
|
Audit-Related Fees
|
|
|
117,800
|
(2)
|
Tax Fees
|
|
|
|
|
All other Fees
|
|
|
51,546
|
(3)
|
|
|
|
|
|
Total
|
|
$
|
773,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31
|
|
PricewaterhouseCoopers Fees
|
|
2006
|
|
|
2005
|
|
|
Audit Fees
|
|
$
|
125,450
|
(4)
|
|
$
|
679,797
|
(1)
|
Audit-Related Fees
|
|
|
|
|
|
|
155,606
|
(2)
|
Tax Fees
|
|
|
599,101
|
(5)
|
|
|
390,654
|
(5)
|
All other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
724,551
|
|
|
$
|
1,226,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Represents audit fees and expenses
related to audits of the annual financial statements of Post
Properties and Post Apartment Homes, reviews of quarterly
financial statements of Post Properties and Post Apartment
Homes, audits of managements assessment of the
effectiveness of internal control over financial reporting of
Post Properties and Post Apartment Homes and other attest
services rendered in connection with a securities offering and a
registration statement.
|
|
(2)
|
|
Represents fees principally
related to separate joint venture audits, other statutory audits
and accounting advisory services.
|
|
(3)
|
|
Represents fees related to
property tax advisory services.
|
|
(4)
|
|
In periods subsequent to
December 31, 2005, PricewaterhouseCoopers billed us
aggregate fees and expenses related to the reissuance of audit
reports related to fiscal years 2005 and 2004 and related to
other attest services rendered in connection with a securities
offering and a registration statement.
|
|
(5)
|
|
Of these fees, $373,925 and
$301,041 related to tax preparation and compliance and $225,176
and $89,613 related to tax planning and advice in fiscal years
2006 and 2005, respectively.
|
49
Pre-Approval
of Audit and Permissible Non-Audit Services
In May 2006, the Audit Committee established a new pre-approval
for audit and permissible non-audit services provided by our
independent registered public accounting firms. The policy gives
detailed guidance to management as to the specific services that
are eligible for general pre-approval and provides specific cost
limits for certain services on an annual basis. Pursuant to the
policy and the Audit Committee Charter, the Audit Committee has
delegated to its chairman the authority to address any requests
for pre-approval of other non-audit services between Audit
Committee meetings.
None of the services provided by our independent registered
public accounting firms for 2006 and 2005, that were approved by
the Audit Committee, made use of the de minimus exception
to pre-approval set forth in applicable rules of the SEC.
50
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Our Audit Committee has appointed Deloitte & Touche to
audit our consolidated financial statements for the year ending
December 31, 2007 and to prepare a report on this audit. A
representative of Deloitte & Touche will be present at
the Annual Meeting, will have the opportunity to make a
statement and will be available to respond to appropriate
questions by shareholders.
We are asking our shareholders to ratify the selection of
Deloitte & Touche as our independent registered public
accounting firm. Although ratification is not required by our
bylaws or otherwise, the board of directors is submitting the
selection of Deloitte & Touche to our shareholders for
ratification because we value our shareholders views on
the companys independent registered public accounting firm
and as a matter of good corporate practice. In the event that
our shareholders fail to ratify the selection, it will be
considered as a direction to the board of directors and the
Audit Committee to consider the selection of a different firm.
Even if the selection is ratified, the Audit Committee in its
discretion may select a different independent registered public
accounting firm, subject to ratification by the board, at any
time during the year if it determines that such a change would
be in the best interests of the company and our shareholders.
The Board
of Directors recommends a vote FOR the ratification
of
the independent registered public accountants.
51
EQUITY
COMPENSATION PLAN INFORMATION
The following table presents information as of December 31,
2006 about our common stock that may be issued upon the exercise
of options, warrants and rights under our 1993 employee stock
plan, 2003 Incentive Stock Plan and 2002 Shareholder Value
Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
|
|
|
|
|
|
(b)
|
|
|
Number of Securities
|
|
|
|
(a)
|
|
|
Weighted Average
|
|
|
Remaining Available for
|
|
|
|
Number of Securities to
|
|
|
Exercise Price of
|
|
|
Future Issuance under Equity
|
|
|
|
be Issued upon Exercise
|
|
|
Outstanding Options,
|
|
|
Compensation Plans
|
|
|
|
of Outstanding Options,
|
|
|
Warrants and
|
|
|
(Excluding Securities Reflected
|
|
Plan Category
|
|
Warrants and Rights (#)
|
|
|
Rights ($)
|
|
|
in Column (a)) (#)
|
|
|
Equity compensation plans approved
by security holders 1993 Employee Stock Plan
|
|
|
1,051,358
|
|
|
$
|
35.03
|
|
|
|
|
|
2003 Incentive Stock Plan
|
|
|
1,323,375
|
|
|
|
31.30
|
|
|
|
2,128,704
|
|
2002 Shareholder Value Plan
|
|
|
|
|
|
|
|
|
|
|
200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,374,733
|
|
|
|
32.95
|
|
|
|
2,328,704
|
|
Equity compensation plans not
approved by security holders
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,374,733
|
|
|
$
|
32.95
|
|
|
|
2,328,704
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
MATTERS
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive
officers and directors and persons who beneficially own more
than ten percent of our common stock to file with the SEC
certain reports with respect to each such persons
beneficial ownership of our equity securities. Based solely upon
a review of the reports furnished to the company, or written
representations from reporting persons that all reportable
transactions were reported, the company believes that during the
fiscal year ended 2006 the companys officers, directors
and greater than ten percent owners timely filed all reports
they were required to file under Section 16(a) except that
a Form 4 reporting receipt of five shares of stock awarded
under our Incentive Stock Plan to Mr. Quirk was filed four
days late on April 13, 2006 due to an administrative error.
Shareholder
Proposals
To be eligible to include a shareholder proposal in our proxy
statement for the 2008 annual meeting of shareholders pursuant
to
Rule 14a-8
under the Exchange Act, we must receive the shareholder proposal
on or before December 6, 2007.
Under our bylaws, a shareholder is eligible to submit a
shareholder proposal outside the processes of
Rule 14a-8
if the shareholder is (1) of record based on the record
date for determining shareholders entitled to vote at the annual
meeting and (2) of record on the date the shareholder gives
notice of the proposal to us. The shareholder also must provide
timely notice of the proposal to us. To be timely under our
bylaws, we must receive advance notice of the proposal by
February 24, 2008 (90 days before May 24, 2008,
the anniversary of our 2007 Annual Meeting) but not before
January 25, 2008 (120 days before May 24, 2008,
the anniversary of our 2007 Annual Meeting). Any shareholder
proposal notice must comply with the provisions specified in our
bylaws. In addition, in order for proposals submitted
52
outside the processes of
Rule 14a-8
to be considered timely within the meaning of
Rule 14a-4(c)
under the Exchange Act, such proposals must be received by
February 19, 2008.
Shareholder proposals should be sent to:
Post Properties, Inc.
One Riverside
4401 Northside Parkway, Suite 800
Atlanta, Georgia
30327-3057
Attention: Corporate Secretary
Householding
As permitted by the Exchange Act, only one copy of this Proxy
Statement is being delivered to shareholders residing at the
same address, unless such shareholders have notified us of their
desire to receive multiple copies of the Proxy Statement. Upon
oral or written request, we will promptly deliver a separate
copy of the Proxy Statement to any shareholder residing at an
address to which only one copy was mailed. Shareholders who
participate in householding will continue to receive separate
proxy cards. Also, householding will not in any way affect
dividend check mailings.
Shareholders residing at the same address and currently
receiving only one copy of the Proxy Statement may contact us to
request multiple copies in the future, and shareholders residing
at the same address and currently receiving multiple copies of
the Proxy Statement may contact us to request a single copy in
the future. All such requests should be directed to our
Corporate Secretary by mail to Post Properties, Inc., One
Riverside, 4401 Northside Parkway, Suite 800, Atlanta,
Georgia,
30327-3057,
or by phone at
(404) 846-5000.
The board of directors knows of no other matters to be brought
before the Annual Meeting.
By Order of the Board of Directors,
Sherry W. Cohen
Executive Vice President and Secretary
Atlanta, Georgia
April 4, 2007
53
APPENDIX A
DIRECTOR
INDEPENDENCE STANDARDS
The Companys goal is that at least a majority of the Board
of Directors will be independent. Each year, the Board will
affirmatively determine whether a director is
independent and will disclose these determinations
in its annual proxy statement.
A director will not be considered independent if:
a) the director is, or has been within the last three
years, an employee of the Company, or an immediate family member
is, or has been within the last three years, an executive
officer , of the Company or any of its affiliates;
b) the director has received, or has an immediate family
member who has received, during any twelve-month period within
the last three years, more than $100,000 in direct compensation
from the Company or any of its affiliates, other than excluded
compensation;
c) (1) the director or an immediate family member is a
current partner of a firm that is the Companys internal or
external auditor; (2) the director is a current employee of
such a firm; (3) the director has an immediate family
member who is a current employee of such a firm and who
participates in the firms audit, assurance or tax
compliance (but not tax planning) practice; or (4) the
director or an immediate family member was within the last three
years (but is no longer) a partner or employee of such a firm
and personally worked on the Companys or any of its
affiliates audit within that time;
d) the director or an immediate family member is, or has
been within the last three years, employed as an executive
officer of another company where any of the Companys or
any of its affiliates present executive officers at the
same time serves or served on that companys compensation
committee; and
e) the director is a current employee, or an immediate
family member is a current executive officer, of any
organization that has made payments to, or received payments
from, the Company for property or services in an amount which,
in any of the last three fiscal years, exceeds the greater of
$1 million, or 2% of such other companys consolidated
gross revenues (such payments and consolidated gross revenues to
be measured based on reported figures for the last completed
fiscal year).
For purposes of these guidelines, the terms:
|
|
|
|
|
affiliate means any entity that controls, is
controlled by or is under common control with the Company, as
evidenced by the power to elect a majority of the board of
directors or comparable governing body of that entity;
|
|
|
|
excluded compensation means director and committee
fees (including fees paid to the Chairman of the Board of
Directors and the chairman of any committee of the Board of
Directors) and pension or other forms of deferred compensation
for prior service, provided such compensation is not contingent
in any way on continued service; and
|
|
|
|
immediate family has the meaning set forth in
Rule 303A.02 of the New York Stock Exchange, as amended
from time to time.
|
A-1
APPENDIX B
POST
PROPERTIES, INC.
AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
(As
adopted by the Board of Directors on November 5,
2003)
The Board of Directors (the Board) of Post
Properties, Inc., a Georgia corporation (the
Corporation), has previously constituted and
established an Audit Committee (the Audit Committee)
with the authority, responsibility and specific duties as
described herein. This Charter and the composition of the Audit
Committee are intended to comply with applicable law, including
the federal securities laws and the rules of The New York Stock
Exchange (the NYSE). This document replaces and
supersedes in its entirety the previous Charter of the Audit
Committee adopted by the Board on May 17, 2000.
|
|
|
|
A.
|
The primary function of Audit Committee is to assist the Board
of Directors of the Corporation (the Board) in its
oversight of:
|
|
|
|
|
|
the integrity of the Corporations financial statements and
financial reporting;
|
|
|
|
the integrity and effectiveness of the Corporations
disclosure and internal controls;
|
|
|
|
the Corporations compliance with legal and regulatory
requirements;
|
|
|
|
the independence, qualifications and performance of the
Corporations independent accountants; and
|
|
|
|
the independence, qualifications and performance of the
Corporations internal audit function, as appropriate.
|
|
|
|
|
B.
|
Consistent with this function, the Audit Committee shall
encourage continuous improvement of, and adherence to, the
Corporations policies, procedures and practices at all
levels.
|
|
|
C.
|
The Audit Committee shall primarily fulfill these
responsibilities by carrying out the activities enumerated in
Section IV of this Charter.
|
|
|
|
|
A.
|
The Audit Committee shall be comprised of three (3) or more
directors appointed by the Board, and the Audit Committees
composition will meet the requirements of the listing standards
of the NYSE (the Listing Standards), the Securities
Exchange Act of 1934 (the Exchange Act) and the
rules and regulations of the Securities and Exchange Commission
(the Commission). Accordingly, all members of the
Audit Committee will be independent directors within
the meaning of the Listing Standards, the Exchange Act and the
rules and regulations of the Commission, and free from any
relationship that, in the opinion of the Board, would interfere
with the exercise of his or her independent judgment as a member
of the Audit Committee. The Board shall affirmatively conclude
that the members of the Audit Committee are independent, as
required.
|
|
|
B.
|
In addition, each member of the Audit Committee will be
financially literate and understand fundamental financial
statements, including the Corporations balance sheet,
income statement,
|
B-1
|
|
|
|
|
and cash flow statement, at the time of appointment to the Audit
Committee. At least one member of the Audit Committee shall have
accounting or related financial management expertise, and by
January 1, 2004, unless the Board determines otherwise, at
least one member must be an audit committee financial
expert as such term is defined by the rules and
regulations of the Commission. No member of the Audit Committee
may simultaneously serve on more than three (3) audit
committees of public companies.
|
|
|
|
|
C.
|
The members of the Audit Committee shall be elected by the Board
at the annual organizational meeting of the Board and shall
serve until their successors shall be duly elected and
qualified. Any vacancies on the Audit Committee occurring prior
to the annual organizational meeting shall be filled by the
Board. Unless a Chairperson is elected by the full Board, the
members of the Audit Committee may designate a Chairperson by
majority vote of the full Audit Committee membership.
|
|
|
D.
|
A majority of the Audit Committee shall constitute a quorum to
take any action by the Audit Committee.
|
|
|
|
|
A.
|
The Audit Committee shall meet at least four (4) times
annually, and more frequently as circumstances may dictate. The
Audit Committee shall meet at least annually with management of
the Corporation (in particular the Corporations senior
financial officers), the Corporations internal auditors
(or other personnel responsible for the internal audit function)
(as appropriate) and the Corporations independent
accountants in separate executive sessions to discuss any
matters that the Audit Committee or each of these groups believe
should be discussed privately, such as internal controls and the
fullness and accuracy of the Corporations financial
statements. In addition, the Audit Committee should meet with
the independent accountants and management quarterly to review
the Corporations financial statements.
|
The Audit Committee is responsible for oversight of the
independent accountants, the Corporations internal
accounting controls and auditing functions, and the financial
reporting process. The Audit Committee recognizes that
management is responsible for preparing the Corporations
financial statements and that the independent accountants are
responsible for auditing those financial statements.
Additionally, the Audit Committee recognizes that management, as
well as the independent accountants, have more time, knowledge
and more detailed information on the Corporation than do Audit
Committee members. Consequently, in carrying out its oversight
responsibilities, the Audit Committee is not providing any
expert or special assurance as to the Corporations
financial statements or any professional certification as to the
independent accountants work.
To fulfill its responsibilities and duties, the following
functions shall be the common recurring activities of the Audit
Committee in its oversight function. These functions are set
forth as a guide with the understanding that the Audit Committee
may diverge from this guide as appropriate given the
circumstances and in compliance with the Listing Standards, the
Exchange Act and the rules and regulations of the Commission.
The Audit Committee shall:
|
|
|
|
A.
|
Document/Report/Review
|
|
|
|
|
1.
|
As part of an on-going self assessment process, review and
update this Charter periodically, and at least annually, or as
conditions may dictate.
|
B-2
|
|
|
|
2.
|
Request that the Corporation file this Charter as an appendix to
the Corporations proxy statement at least once every three
years and maintain a copy on the Corporations website.
|
|
|
3.
|
Review the Corporations annual financial statements and
any reports or other financial information submitted publicly,
including any certification, report, opinion or review rendered
by the independent accountants of the Corporation.
|
|
|
4.
|
Prepare the annual Audit Committee Report for the
Corporations proxy statement in accordance with applicable
Securities and Exchange Commission regulations.
|
|
|
|
|
B.
|
Independent Accountants
|
|
|
|
|
1.
|
Directly appoint, retain, compensate, evaluate and terminate the
Corporations independent accountants. In addition, the
Audit Committee shall have the sole authority to approve all
audit engagement fees and terms. The independent accountants
shall report directly to the Audit Committee. Further, the Audit
Committee shall be directly responsible for oversight of the
independent accountants, including resolution of disagreements
between management and the independent accountants.
|
|
|
2.
|
Discuss with the independent accountants at least annually the
accountants internal quality-control procedures, any
material issues raised by the most recent peer review and any
other matters required to be addressed pursuant to the Listing
Standards.
|
|
|
3.
|
Discuss with the independent accountants the matters required to
be discussed by Statement of Auditing Standards No. 61
(Codification of Statement on Auditing Standards,
AU § 380) relating to the conduct of the
audit.
|
|
|
4.
|
Receive from the independent accountants, on a periodic basis, a
formal written statement delineating all relationships between
the independent accountants and the Corporation consistent with
Independence Standards Board Standard 1 (ISB No. 1).
|
|
|
5.
|
Obtain from the independent accountants assurance that
Section 10A(b) of the Exchange Act (generally relating to
the auditors identification of illegal acts and related
party transactions) has not been implicated.
|
|
|
6.
|
Evaluate the independent accountants, including the independent
accountants qualifications, performance and independence,
the competence, experience and qualifications of the lead
partner and senior members of the independent accountants
team, and the quality control procedures of the independent
accountants. The Audit Committee also shall ensure the rotation
of the audit partners as required by law. The Audit Committee
will present its conclusions with respect to the independent
accountants to the Board.
|
|
|
7.
|
Discuss with the independent accountants the overall scope and
plans for their audits, including the adequacy of staffing.
|
|
|
8.
|
Pre-approve all audit services and all permissible non-audit
services to be performed for the Corporation by its independent
accountants, as contemplated by Section 10A(i) of the
Exchange Act. The Audit Committee may delegate to one or more of
its members the authority to pre-approve audit services and
permissible non-audit services; provided, however, that all
pre-approved services must be disclosed by such delegate to the
full Audit Committee at its next scheduled meeting.
|
|
|
9.
|
Recommend, if so determined by the Audit Committee, that the
Board take certain actions to satisfy itself of the independent
accountants independence.
|
B-3
|
|
|
|
10.
|
Receive an annual report from the independent accountants that
describes (a) all critical accounting policies and
practices to be used by the Corporation, (b) all material
alternative treatments within GAAP suggested to management, and
(c) any other written communication with management.
|
|
|
|
|
C.
|
Financial Reporting Process
|
|
|
|
|
1.
|
Review with the management and the independent accountants the
Corporations interim financial statements and disclosures
and the information set forth in managements Discussion
and Analysis in the Corporations Quarterly Reports on
Form 10-Q
prior to its filing or prior to the release of earnings,
including a discussion with the independent accountants of the
matters to be discussed by Statement of Auditing Standards
No. 6100(SAS No. 61).
|
|
|
2.
|
Review with the management and the independent accountants the
Corporations annual audited financial statements and
disclosures and the information set forth in managements
Discussion and Analysis to be included in the Corporations
Annual Report on
Form 10-K
(or the Annual Report to Shareholders if distributed prior to
the filing of the
Form 10-K)
including (a) their judgment about the quality of the
Corporations accounting principles as applied in its
financial reporting, (b) the reasonableness of significant
judgments, and (c) the clarity of the disclosures in the
financial statements. Recommend, based on its review and
discussion, that the audited financial statements be included in
the Corporations Form
10-K for
filing with the Commission.
|
|
|
3.
|
Obtain a report made to the Audit Committee by the Chief
Executive Officer and Chief Financial Officer of the Corporation
during their certification processes for the
Form 10-K
and each Form
10-Q which
describes, if any, (a) all significant deficiencies in the
design or operation of the Corporations internal controls
which could adversely affect the Corporations ability to
record, process and report financial data, and (b) any
fraud (whether or not material) involving management or other
employees who have a significant role in the Corporations
internal controls.
|
|
|
4.
|
Discuss generally, in terms of types of information to be
disclosed and the type of presentation to be made, the
Corporations earnings press releases as well as financial
information and earnings guidance provided to analysts and
rating agencies. The Chairman of the Audit Committee should
review each earnings press release prior to release.
|
|
|
5.
|
In consultation with the independent accountants, review the
integrity of the Corporations financial reporting
processes, both internal and external. In support of this
review, periodically discuss with management the financial
reporting controls over key business processes of the
Corporation and any special audit steps adopted in light of
material control deficiencies.
|
|
|
6.
|
Discuss with the independent accountants any significant matters
regarding internal controls over financial reporting that have
come to their attention during the conduct of the audit.
|
|
|
7.
|
Review analyses prepared by management
and/or the
independent accountants setting forth significant financial
reporting issues and judgments made in connection with the
preparation of financial statements, including analyses of the
effects of alternative GAAP methods on the financial statements.
|
|
|
8.
|
Review the effect of regulatory and accounting initiatives, as
well as off-balance sheet structures, on the financial
statements of the Corporation.
|
B-4
|
|
|
|
9.
|
Consider management and the independent accountants
judgment about the quality and appropriateness of the
Corporations accounting principles and policies and
changes to such principles and policies as applied in its
financial reporting.
|
|
|
10.
|
Assess the process for establishing key estimates and reserves
within the financial statements and consider the independent
accountants judgments about the appropriateness of such
processes.
|
|
|
11.
|
Consider the independent accountants judgment about the
appropriateness of the accounting principles and disclosure
practices adopted by management in connection with new
transactions or events.
|
|
|
|
|
1.
|
Establish regular reporting to the Audit Committee of
significant judgments made in managements preparation of
the Corporations financial statements.
|
|
|
2.
|
Following completion of the annual audit, review separately with
each of management and the independent accountants any problems,
difficulties or disagreements encountered during the course of
the audit, including any restrictions on the scope of work or
access to required information. As part of this review the Audit
Committee should, among other items, review: (a) any
accounting adjustments that were noted by the independent
accountants but were passed, (b) any
communications between the audit team and the independent
accountants national office respecting auditing or
accounting issues raised by the engagement and (c) any
management letter issued by the independent accountants to the
Corporation.
|
|
|
3.
|
Review any significant disagreement among management and the
independent accountants in connection with preparation of the
Corporations financial statements.
|
|
|
|
|
E.
|
Ethical and Legal Compliance and Risk Management
|
|
|
|
|
1.
|
Review the status of tax returns and any real estate investment
trust compliance issues.
|
|
|
2.
|
Review policies with respect to risk assessment and risk
management. Meet periodically with the management to review the
Corporations major financial risk exposures and the steps
the management has taken to monitor and control such exposures.
|
|
|
3.
|
Review the terms, conditions and arrangements involving any
related party or potential conflict of interest transactions.
|
|
|
4.
|
Approve the Corporations hiring of employees or former
employees of the independent accountants.
|
|
|
5.
|
Review, with the Corporations secretary, any legal matters
that could have a significant impact on the Corporations
financial statements.
|
|
|
6.
|
Establish procedures for the receipt, retention and treatment of
complaints regarding the Corporations accounting, internal
accounting controls or auditing matters and confidential,
anonymous submission by employees of concerns regarding
accounting questions or auditing matters.
|
|
|
7.
|
Develop or recommend to the Board for its approval those
provisions of a Code of Conduct as may be required by the
Listing Standards and those provisions of a Code of Ethics for
Senior Executive Officers and Financial Officers as may be
required by the Exchange Act and rules and regulations of the
Commission that relate to areas that the Committee is
|
B-5
|
|
|
|
|
responsible for overseeing. Review the Corporations Code
of Conduct and Code of Ethics from
time-to-time,
as appropriate, and annually receive an acknowledgment of
compliance with the Code of Ethics by the Senior Executive and
Financial Officers.
|
|
|
|
|
8.
|
Review, with the Corporations secretary, legal compliance
matters, including corporate securities trading practices.
|
|
|
9.
|
Perform any other activities consistent with the Charter, the
Corporations Bylaws and governing law, as the Audit
Committee or the Board deems necessary or appropriate.
|
|
|
10.
|
Serve as the Qualified Legal Compliance Committee (the
QLCC) with the authority and responsibility as
determined from time to time by the Board of Directors. The
Audit Committee, as the QLCC, shall establish written procedures
by which it will handle reports of material violations.
|
|
|
|
|
A.
|
The Audit Committee shall have prompt and unrestricted access to
all financial and operating information relevant to the
Corporations business. The Audit Committee shall have
ready access to the Corporations legal counsel and to the
independent accountants, and shall be provided from time to time
with staff assistance from within the Corporation as requested.
|
|
|
B.
|
The Audit Committee is empowered to employ its own legal
counsel, accountants or other advisors, at the
Corporations expense, to deal with specific problems or
issues that arise in the course of carrying out its duties and
responsibilities.
|
|
|
C.
|
Report periodically to the Board, which report may include
issues that arise with respect to (a) the quality and
integrity of the Corporations financial statements,
(b) the Corporations compliance with legal or
regulatory requirements, (c) the performance and
independence of the Corporations independent auditors or
(d) the performance of the internal audit function.
|
|
|
D.
|
Maintain minutes or other records of meetings and activities of
the Committee.
|
|
|
E.
|
Annually evaluate the performance of the Committee.
|
This Charter of the Audit Committee was duly approved and
adopted by the Board of the Corporation on the 5th day of
November, 2003.
Name: Sherry W. Cohen
Title: Executive Vice President and
Corporate Secretary
B-6
Electronic Voting Instructions
You can vote by Internet or telephone!
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the two voting
methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by
12:00 a.m., Eastern Time, on May 24, 2007.
Vote by Internet
|
|
Log on to the Internet and go to
www.investorvote.com |
|
|
|
Follow the steps outlined on the secured website. |
Vote by telephone
|
|
Call toll free 1-800-652-VOTE (8683) within the United
States, Canada & Puerto Rico any time on a touch tone
telephone. There is NO CHARGE to you for the call. |
|
|
|
Follow the instructions provided by the recorded message. |
|
|
|
Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas.
|
|
x |
Annual Meeting Proxy Card
6 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 6
A Proposals The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
|
Election of Directors: |
|
For |
|
Withhold |
|
|
|
For |
|
Withhold |
|
|
|
For |
|
Withhold |
|
|
01 Robert C. Goddard, III |
|
o |
|
o |
|
02 David P. Stockert |
|
o |
|
o |
|
03 Herschel M. Bloom |
|
o |
|
o |
|
|
04 Douglas Crocker II |
|
o |
|
o |
|
05 Walter M. Deriso, Jr. |
|
o |
|
o |
|
06 Russell R. French |
|
o |
|
o |
|
|
07 Charles E. Rice |
|
o |
|
o |
|
08 Stella F. Thayer |
|
o |
|
o |
|
09 Ronald de Waal |
|
o |
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
|
2. |
|
To ratify the appointment of Deloitte & Touche LLP as the independent registered public accountants for 2007. |
|
o |
|
o |
|
o |
|
3. |
|
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
B Non-Voting Items
Change of Address Please print new address below.
C Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign exactly as your name or names appear hereon. For more than one owner, each
should sign. When signing in a fiduciary or representative capacity, please give full title. If
this proxy is
submitted by a corporation, it should be executed in the full corporate name by a duly
authorized officer. If submitted by a partnership, please sign in the partnerships name by an
authorized person.
|
|
|
|
|
Date (mm/dd/yyyy) Please print date below. |
|
Signature 1 Please keep signature within the box. |
|
Signature 2 Please keep signature within the box. |
/ / |
|
|
|
|
6 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 6
Proxy Post Properties, Inc.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 24, 2007
The undersigned hereby appoints David P. Stockert and Sherry W. Cohen, and each of
them, proxies, with full power of substitution and resubstitution, for
and in the name of the undersigned, to vote all shares of common stock of Post Properties,
Inc. which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Shareholders, or at any adjournment or postponement thereof.
The Annual Meeting will be held on May 24, 2007, at
9:00 a.m., local time, at 400 Crescent Court, Dallas, Texas 75201. The undersigned
acknowledges receipt of the accompanying Notice of Annual Meeting
of Shareholders and Proxy Statement, and will vote on the matters described in both and upon
any other business that may properly come before the
Annual Meeting of Shareholders or any adjournment or postponement thereof. Said proxies are
directed to vote on the matters described in the
Notice of Annual Meeting of Shareholders and Proxy Statement as follows, and otherwise in
their discretion upon such other business as may properly come
before the Annual Meeting of Shareholders or any adjournment or postponement thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED, THE PROXY WILL BE
VOTED FOR ALL DIRECTOR NOMINEES LISTED IN PROPOSAL 1, FOR PROPOSAL 2
AND, IN THE DISCRETION OF MR. STOCKERT AND/OR MS. COHEN, UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE,
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU
WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY.