UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
March 25, 2005
Date of Report (Date of earliest event reported)
MID-AMERICA APARTMENT COMMUNITIES, INC.
(Exact Name of Registrant as Specified in Charter)
TENNESSEE 1-12762 62-1543819
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
6584 POPLAR AVENUE, SUITE 300
MEMPHIS, TENNEESSEE 38138
(Address of principal executive offices)
(901) 682-6600
(Registrant's telephone number, including area code)
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 Entry into a Material Definitive Agreement
On March 22, 2005, the Compensation Committee (the "Committee") of the Board of
Directors of Mid-America Apartment Communities, Inc. (the "Company"), adopted a
bonus plan for 2005 for the chief executive officer and chief financial officer
of the Company (the "Plan").
The Plan determines a bonus opportunity calculated as a percent of salary based
on a sliding scale of year-over year funds from operations ("FFO") growth. The
bonus opportunity is capped at 200% of base salary, with a discretionary
modifier that can be applied by the Committee at its discretion, allowing the
cap to be lowered to 100% of base salary or raised to 300% of base salary. In
determining FFO growth, the Committee has the ability to factor in any material
and non-recurring events that may or may not occur that impact the Company's FFO
performance, but may or may not subsequently impact the Company's share price,
to help ensure that the potential bonus is in line with actual shareholder
performance realized for the year.
Once the bonus opportunity is calculated, the actual bonus paid will be
determined based on each executive's individual performance in meeting goals
pre-defined in a personal plan. The goals for each participant were approved by
the Committee.
A copy of the Plan is set forth on Exhibit 10.1 and incorporated herein by
reference.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit
Number Description
-------- ------------------------------------
10.1 2005 Executive Annual Bonus Program
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MID-AMERICA APARTMENT COMMUNITIES, INC.
Date: March 25, 2005 /s/Simon R.C. Wadsworth
Simon R.C. Wadsworth
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)