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. )
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Filed by the Registrant x |
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Filed by a Party other than the Registrant o |
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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x Definitive Proxy Statement |
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o Definitive Additional Materials |
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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):
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x No fee required. |
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o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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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): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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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. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
April 7, 2006
Dear Shareholder:
We cordially invite you to attend the 2006 Annual Meeting of
Shareholders of Post Properties, Inc. to be held on Thursday,
May 18, 2006, at 9:00 a.m. local time at The Lyceum,
201 S. Washington Street, Alexandria, Virginia 22314.
The items of business are listed in the following Notice of
Annual Meeting 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, 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.
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Sincerely, |
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![-s- Robert C. Goddard, III](g99077dg9907730.gif) |
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Robert C. Goddard, III |
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Chairman of the Board |
POST PROPERTIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 18, 2006
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders
of Post Properties, Inc. will be held at The Lyceum,
201 S. Washington Street, Alexandria, Virginia 22314,
on Thursday, May 18, 2006, at 9:00 a.m. local time,
for the following purposes:
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(1) To elect ten directors for a one-year term; |
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(2) To ratify the appointment of Deloitte & Touche
LLP as our independent registered public accountants for 2006; |
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(3) To act upon a shareholder proposal described in this
Proxy Statement; and |
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(4) To transact such other business as may properly come
before the meeting or any adjournment or postponement of the
meeting. |
Only the holders of record of common stock of Post Properties at
the close of business on March 27, 2006 are entitled to
notice of and to vote at the Annual Meeting of Shareholders and
any adjournment or postponement of the meeting. A list of
shareholders as of the close of business on March 27, 2006
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.
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By Order of the Board of Directors, |
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![-s- Sherry W. Cohen](g99077dg9907708.gif) |
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Sherry W. Cohen |
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Executive Vice President |
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and Corporate Secretary |
Atlanta, Georgia
April 7, 2006
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 meeting, you may
revoke the proxy and vote your shares in person.
TABLE OF CONTENTS
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A-1 |
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B-1 |
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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 18, 2006
GENERAL INFORMATION
Our 2006 Annual Meeting of Shareholders will be held on
Thursday, May 18, 2006, at The Lyceum,
201 S. Washington Street, Alexandria, Virginia 22314,
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 7, 2006.
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 meeting.
Mr. Stockert and Ms. Cohen will vote your shares at
the 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 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 meeting
just in case your plans change.
If an issue comes up for vote at the meeting that is not on the
proxy card, Mr. Stockert and Ms. Cohen will vote your
shares, under your proxy, in their discretion.
What is the record date?
The record date is set for March 27, 2006. 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 42,725,865 shares of common stock
outstanding in addition to 919,068 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:
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the election of ten directors for a one-year term, |
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the ratification of the appointment of Deloitte &
Touche LLP as our independent registered public accountants for
2006, and |
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a shareholder proposal, if properly presented at the meeting. |
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:
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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), |
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by telephone through the number shown on your proxy card, |
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by signing your proxy card and mailing it in the enclosed
prepaid and addressed envelope, or |
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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 ten named
director nominees, for the ratification of the
independent registered public accountants and against the
shareholder proposal.
Can all shareholders vote in person at the annual meeting?
We will pass out written ballots to anyone who wants to vote at
the 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 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.
2
What if I change my mind after I return my proxy?
You may revoke your proxy and change your vote at any time
before the polls close at the meeting. You may do this by:
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voting again over the Internet or by telephone prior to
11:59 p.m., eastern time, on May 17, 2006, |
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signing another proxy with a later date, |
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voting in person at the annual meeting, or |
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giving written notice to the Corporate Secretary of Post
Properties. |
How many votes do you need to hold the 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
meeting. Your shares will be counted as present at the annual
meeting if you:
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vote over the Internet or by telephone, |
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properly submit a proxy (even if you do not provide voting
instructions), or |
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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 or vote by telephone?
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, then your shares will not be voted and will not count in
deciding the matters presented for consideration in this Proxy
Statement, unless you attend the Annual Meeting and vote in
person.
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, such as the election of
directors and the ratification of the independent registered
public accountants as 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
meeting and in determining the number of shares voted for
or against the routine matter.
On non-routine matters, such as the shareholder
proposal described in this Proxy Statement, the brokerage firm
cannot vote the shares on that proposal if it has not received
voting instructions from the shareholder. Therefore, if you do
not vote your proxy, your shares will not be voted on
non-routine matters. A broker non-vote occurs when a
bank, broker or other holder of record holding shares for a
beneficial owner submits a proxy for a beneficial owners
shares, but does not vote on a particular proposal because that
holder does not have discretionary voting power for that
particular item and has not received instructions from the
beneficial owner. Broker non-votes will be counted for purposes
of establishing a quorum to conduct business at the meeting but
not for determining the number of shares voted for or
against the non-routine matter.
3
We encourage you to provide instructions to your brokerage firm
by voting your proxy. This action ensures your shares will be
voted at the 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 and Proposal 3
Shareholder Proposal you may vote for, against or
abstain from each proposal. If you just sign your proxy
card with no further instructions, your shares will be counted
as a vote for each director nominee, for the
ratification of the appointment of the independent registered
public accountants and against the shareholder proposal.
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.
How many votes are needed to elect directors?
Directors are elected by a plurality vote. As a result, the ten
director nominees receiving the highest number of for
votes will be elected as directors.
In 2006, we adopted a Policy on Majority Voting that is included
as Appendix A to this Proxy Statement. 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 proposals to ratify
the appointment of the independent registered public accountants
and adopt the shareholder proposal?
Under Georgia law, for the proposals 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 ten director nominees at this years annual meeting.
Where can I find the voting results of the meeting?
We will announce preliminary voting results at the meeting. We
will publish the final results in our quarterly report on
Form 10-Q for the
second quarter of 2006. We will file that report with the
Securities and Exchange Commission (or SEC), and you can get a
copy from:
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our website at www.postproperties.com by clicking on the
Corporate Information link, followed by the Investor Info link
and then the SEC Filings link, |
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the SECs website at www.sec.gov, |
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the SEC at (800) SEC-0330, or |
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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 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 $6,500 plus
expenses.
How can I obtain a copy of the 2005 annual report to
shareholders and the 2005 annual report on
Form 10-K?
Our annual report to shareholders for the year ended
December 31, 2005, which includes our
Form 10-K for the
year ended December 31, 2005, 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 Corporate
Information link, followed by the Investor Info link and then
the SEC Filings link. In addition, our
Form 10-K 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 2005 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:
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Post Properties, Inc. |
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One Riverside |
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4401 Northside Parkway, Suite 800 |
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Atlanta, Georgia 30327-3057 |
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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. Nine
of the nominees have served as directors since our last annual
meeting. Stella F. Thayer was appointed to our board on
September 29, 2005. Ms. Thayer was recommended to our
Nominating and Corporate Governance Committee by Charles E.
Rice, one of our non-employee directors. Each director is
elected annually to serve until the next 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, Nicholas B. Paumgarten, Charles E. Rice,
Stella F. Thayer and Ronald de Waal to stand for 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 51 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 43 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 also a director
of Russell Corporation. Mr. Bloom is 63 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
65 years old.
Walter M. Deriso, Jr. has been a director of Post
Properties since May 2004. From 1997 to February 2005,
Mr. Deriso served as Vice Chairman of Synovus Financial
Corp., a diversified financial services company. Mr. Deriso
has held various positions with Synovus since 1991.
Mr. Deriso serves as Chairman of the Board of Security Bank
and Trust Company of Albany, a subsidiary of Synovus.
Mr. Deriso is 59 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 60 years old.
Nicholas B. Paumgarten has been a director of Post
Properties since November 2003. Mr. Paumgarten is currently
the Chairman of Corsair Capital, a venture capital fund. From
1992 until March 15, 2006, Mr. Paumgarten was a
Managing Director at J.P. Morgan Chase & Co., a
commercial and investment banking firm, where he led a number of
divisions, including the Financial Institutions Group, the
Mergers & Acquisitions Group for the Americas and the
Financial Institutions Group for Emerging Markets. He was also
Chairman of J.P. Morgan Corsair II Capital Partners,
L.P. until March 15, 2006. Mr. Paumgarten is a
director of E.W. Scripps Company and CompuCredit Corporation.
Mr. Paumgarten is 60 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 director of CSX Corporation and a
member of the Florida Council of 100. Mr. Rice is
70 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 Tampa
General Hospital Foundation and the University of South Florida
Foundation and on the Board of Advisors of Columbia Law School.
Ms. Thayer is 65 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 54 years old.
The board of directors recommends a vote FOR the ten
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.
Mr. Paumgarten served on the committee until May 2005, and
Ms. Thayer joined the committee in December 2005. 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 2005,
the committee held seven 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:
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directly appointing, retaining, evaluating, compensating and
terminating our independent registered public accounting firm, |
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discussing with our independent registered public accounting
firm their independence from management, |
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reviewing with our independent registered public accounting firm
the scope and results of their audit, |
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pre-approving all audit and permissible non-audit services to be
performed by our independent registered public accounting firm, |
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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 |
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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. Ms. Thayer joined the
committee in December 2005. 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 2005,
the committee held four meetings.
The Executive Compensation and Management Development Committee
is responsible for, among other things:
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annually reviewing and approving our goals and objectives for
executive compensation, |
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annually reviewing and approving for the senior 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, |
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reviewing and approving employment agreements, severance
arrangements and change of control agreements for the senior
executive officers, as appropriate, |
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|
making recommendations and reports to the board of directors
concerning matters of executive compensation, |
8
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|
administering our executive incentive plans, and |
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|
reviewing compensation plans, programs and policies. |
Nominating and Corporate Governance Committee. The
Nominating and Corporate Governance Committee consists of
Messrs. Crocker, Goddard, Paumgarten and Rice.
Mr. Paumgarten 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 2005, the committee held
four 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:
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|
|
selecting potential candidates to be nominated for election to
the board of directors, |
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|
|
recommending potential candidates for election to the board of
directors, |
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|
reviewing corporate governance matters, and |
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|
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 2005, the committee
held seven meetings.
The Strategic Planning and Investment Committee is responsible
for, among other things:
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|
|
|
|
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 may be accessed on our website
at www.postproperties.com by clicking on the Corporate
Information link, followed by the Investor Info link and then
the Corporate Governance link, and is available in print upon
request from our Corporate Secretary.
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. The Code of Business Conduct and the Code of Ethics
for Senior Executive and Financial Officers are available on our
company website at the internet address listed above and in
print upon request from our Corporate Secretary.
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
9
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 meeting to a later date.
Policy on Majority Voting
In 2006, we adopted a Policy on Majority Voting that is included
as Appendix A to this Proxy Statement. 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:
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the stated reason or reasons why shareholders who cast
withhold votes for the director did so, |
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|
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 |
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|
|
whether the directors resignation from the board would be
in Post Properties best interests and the best interests
of our shareholders. |
10
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:
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|
|
acceptance of the resignation, |
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|
|
rejection of the resignation, or |
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|
|
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 B, and the full text of the
Corporate Governance Guidelines can be found on our website at
www.postproperties.com by clicking on the Corporate
Information link, followed by the Investor Info link and then
the Corporate Governance link. Our Corporate Governance
Guidelines may also be obtained upon request from our Corporate
Secretary. These independence standards meet or exceed the
requirements of the Sarbanes-Oxley Act of 2002, 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 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 all directors are independent for purposes of
serving on the board, except for Mr. Stockert. The board
further determined that all members of the Audit Committee,
Executive Compensation and Management Development Committee,
Nominating and Corporate Governance Committee and Strategic
Planning and Investment Committee are independent. However,
there are no independence requirements for the Strategic
Planning and Investment Committee. Mr. Stockert is not
considered independent because he is an executive officer of the
company. In concluding that Mr. Bloom is independent, the
board considered the relationships described under Certain
Relationships and Related Party Transactions, and
determined that these relationships were immaterial and would
not influence Mr. Blooms exercise of independent
judgment as a director.
11
Meetings of the Board of Directors
During 2005, our board of directors held five meetings. All
directors attended 100% 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 2005 annual shareholders meeting attended the
meeting.
Director Compensation
We pay our non-employee directors fees for their services as
directors. Our directors receive:
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an annual retainer of $25,000 for each non-employee director, |
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a board meeting attendance fee of $1,500 per meeting for
each non-employee director, |
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a committee meeting attendance fee of $1,000 per meeting
for each non-employee director, |
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|
an additional annual retainer for the Audit Committee chairman
of $7,500, |
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|
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, |
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|
|
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 |
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|
|
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,
2005, Messrs. Bloom, Crocker, Deriso, French, Paumgarten,
Rice and de Waal each received a grant of options to
purchase 2,500 shares of common stock and a grant of
375 shares of restricted stock, with both grants having
three-year vesting periods. On September 29, 2005, pursuant
to Ms. Thayers initial election to the board of
directors, she received a grant of options to
purchase 5,000 shares of common stock and a grant of
200 shares of restricted stock, with each grant having
three-year vesting periods.
In lieu of the foregoing, the non-executive chairman of our
board of directors receives an annual retainer of $100,000. The
Executive Compensation and Management Development Committee will
annually consider granting Mr. Goddard additional stock
options and restricted stock in accordance with the following
target levels based on Mr. Goddards performance:
(1) options to purchase 50,000 shares of common
stock and (2) restricted stock awards with a value of
$200,000. Pursuant to this
12
compensation structure, in each of January 2005 and 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
restricted stock grant of shares equal to $200,000 in value on
the grant date. The January 2005 and January 2006 stock option
and restricted stock grants vest over three years.
The compensation paid to our non-employee directors relating to
their service in 2005 is as follows.
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Board and |
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|
Annual Board |
|
Committee |
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|
|
Securities |
|
|
and Committee |
|
Meeting |
|
Total Cash |
|
Restricted Stock |
|
Underlying |
Director |
|
Retainer($) |
|
Fees($) |
|
Compensation($) |
|
Awards($) |
|
Options(#) |
|
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|
|
|
|
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|
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|
Herschel M. Bloom
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25,000 |
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|
|
14,500 |
|
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|
39,500 |
|
|
|
15,000 |
|
|
|
2,500 |
|
Douglas Crocker II
|
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25,000 |
|
|
|
18,500 |
|
|
|
43,500 |
|
|
|
15,000 |
|
|
|
2,500 |
|
Walter M. Deriso, Jr.
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25,000 |
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|
18,500 |
|
|
|
43,500 |
|
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|
15,000 |
|
|
|
2,500 |
|
Russell R. French
|
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|
32,500 |
|
|
|
22,500 |
|
|
|
55,000 |
|
|
|
15,000 |
|
|
|
2,500 |
|
Robert C. Goddard, III
|
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|
100,000 |
|
|
|
|
|
|
|
100,000 |
|
|
|
200,000 |
|
|
|
50,000 |
|
Nicholas B. Paumgarten
|
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|
27,500 |
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|
|
19,500 |
|
|
|
47,000 |
|
|
|
15,000 |
|
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|
2,500 |
|
Charles E. Rice
|
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27,500 |
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|
25,500 |
|
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|
53,000 |
|
|
|
15,000 |
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2,500 |
|
Stella F. Thayer
|
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|
6,250 |
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|
|
1,500 |
|
|
|
7,750 |
|
|
|
7,500 |
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5,000 |
|
Ronald de Waal
|
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27,500 |
|
|
|
14,500 |
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|
42,000 |
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|
|
15,000 |
|
|
|
2,500 |
|
Non-employee directors may elect to defer all or a part of their
retainer and meeting fees under the companys deferred
compensation plan. Under the plan, the company issues 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 trust. Each of our non-employee directors
participated in our deferred compensation plan in 2005.
All directors may make contributions and purchase shares under
the companys employee stock purchase plan.
Messrs. Crocker, Deriso, French, Goddard and Stockert
participated in our employee stock purchase plan in 2005.
Our non-employee directors are reimbursed for all reasonable
out-of-pocket expenses
incurred in attending all board and committee meetings.
Mandatory Retirement for Directors
No director may stand for election or reelection after the
directors 72nd birthday.
Shareholder Communications with the Board of Directors
The board of directors has adopted a policy and process to
facilitate shareholder communications with our directors as a
group and our non-management directors as a group. Shareholders
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 shareholder communications to directors.
13
COMMON STOCK OWNERSHIP BY MANAGEMENT
AND PRINCIPAL SHAREHOLDERS
The following table sets forth the beneficial ownership of
shares of common stock as of March 1, 2006 for:
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our directors and director nominees, |
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|
our Chief Executive Officer and each of our four other most
highly compensated executive officers (collectively the
Named Executive Officers), |
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our directors, director nominees and executive officers as a
group, and |
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|
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.
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|
|
|
Number |
|
Number of |
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|
|
|
|
of Shares |
|
Exercisable |
|
|
|
Percent of |
Name of Beneficial Owner(1) |
|
Owned |
|
Options(2) |
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Total |
|
Class(3) |
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Directors, Director Nominees and Executive Officers:
|
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Herschel M. Bloom
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13,822 |
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18,747 |
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32,569 |
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|
|
* |
|
Douglas Crocker II
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|
8,879 |
(4) |
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|
1,666 |
|
|
|
10,545 |
|
|
|
* |
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Walter M. Deriso, Jr.
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4,561 |
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|
1,666 |
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6,227 |
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* |
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Russell R. French
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20,283 |
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18,747 |
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39,030 |
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|
|
* |
|
Robert C. Goddard, III
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|
119,763 |
(5) |
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|
90,321 |
|
|
|
210,084 |
|
|
|
* |
|
Nicholas B. Paumgarten
|
|
|
1,311 |
|
|
|
4,165 |
|
|
|
5,476 |
|
|
|
* |
|
Charles E. Rice
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|
|
24,985 |
|
|
|
20,248 |
|
|
|
45,233 |
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|
|
* |
|
Stella F. Thayer
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|
394 |
|
|
|
|
|
|
|
394 |
|
|
|
* |
|
Ronald de Waal
|
|
|
610,895 |
(6) |
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|
8,725 |
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|
|
619,620 |
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|
|
1.5 |
% |
David P. Stockert
|
|
|
130,576 |
(7) |
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|
340,998 |
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|
|
471,574 |
|
|
|
1.1 |
% |
Thomas D. Senkbeil
|
|
|
48,652 |
|
|
|
102,666 |
|
|
|
151,318 |
|
|
|
* |
|
Thomas L. Wilkes
|
|
|
66,525 |
|
|
|
147,150 |
|
|
|
213,675 |
|
|
|
* |
|
Christopher J. Papa
|
|
|
15,750 |
|
|
|
|
|
|
|
15,750 |
|
|
|
* |
|
Sherry W. Cohen
|
|
|
19,131 |
(8) |
|
|
128,933 |
|
|
|
148,064 |
|
|
|
* |
|
All directors, director nominees and executive officers as a
group (15 persons)
|
|
|
1,092,527 |
|
|
|
887,365 |
|
|
|
1,979,892 |
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|
|
4.6 |
% |
Five Percent Shareholders:
|
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|
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|
|
|
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|
|
Cohen & Steers, Inc., Cohen & Steers Capital
Management, Inc. and related persons(9)
|
|
|
2,547,842 |
|
|
|
|
|
|
|
2,547,842 |
|
|
|
6.1 |
% |
Security Capital Research & Management Inc.(10)
|
|
|
4,654,353 |
|
|
|
|
|
|
|
4,654,353 |
|
|
|
11.1 |
% |
Morgan Stanley(11)
|
|
|
2,554,474 |
|
|
|
|
|
|
|
2,554,474 |
|
|
|
6.1 |
% |
David OConnor and Charles Fitzgerald, the managing members
of High Rise Capital Advisors, L.L.C., and related persons(12)
|
|
|
2,358,711 |
|
|
|
|
|
|
|
2,358,711 |
|
|
|
5.6 |
% |
JPMorgan Chase & Co.(13)
|
|
|
2,477,779 |
|
|
|
|
|
|
|
2,477,779 |
|
|
|
5.9 |
% |
14
|
|
|
|
(1) |
Under Securities and Exchange Commission 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 30, 2006. |
|
|
(3) |
Based on an aggregate of 42,038,144 shares of common stock
issued and outstanding as of March 1, 2006. 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) |
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 beneficially owned by
Mr. Goddard through the Goddard Foundation. |
|
|
(6) |
Includes 578,300 shares of common stock deemed beneficially
owned by Mr. de Waal through his control of certain
corporations. |
|
|
(7) |
Includes 12,280 shares of common stock held by
Mr. Stockerts spouse. |
|
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(8) |
Includes 400 shares of common stock held by
Ms. Cohens spouse. |
|
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(9) |
Based solely upon information provided in a Schedule 13-G/
A filed with the SEC on February 13, 2006. 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. |
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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. |
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The sole and shared voting or dispositive power for each
beneficial owner is as follows: |
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|
|
|
|
|
|
|
|
Sole |
|
Shared |
|
Sole |
|
Shared |
Beneficial Owner |
|
Voting Power |
|
Voting Power |
|
Dispositive Power |
|
Dispositive Power |
|
|
|
|
|
|
|
|
|
Cohen & Steers, Inc.
|
|
|
2,240,243 |
|
|
|
24,810 |
|
|
|
2,523,032 |
|
|
|
24,810 |
|
Cohen & Steers Capital Management, Inc.
|
|
|
2,240,243 |
|
|
|
|
|
|
|
2,523,032 |
|
|
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|
|
Houlihan Rovers SA
|
|
|
24,810 |
|
|
|
|
|
|
|
24,810 |
|
|
|
|
|
|
|
(10) |
Based solely upon information provided in a Schedule 13-G/
A filed with the SEC on February 15, 2006. Security Capital
Research & Management Inc. has sole voting power with
respect to 2,736,783 shares of common stock and sole
dispositive power with respect to 4,654,353 shares of |
15
|
|
|
common stock. The business
address of Security Capital Research & Management Inc.
is 10 South Dearborn Street, Suite 1400, Chicago, Illinois
60603.
|
|
(11) |
Based solely upon information
provided in a Schedule 13-G/ A filed with the SEC on
February 15, 2006. 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 2,554,474 shares of common stock, of which it
has sole voting and dispositive power with respect to
1,717,279 shares and shared voting and dispositive power
with respect to 260 shares. MSIM beneficially owns
2,393,965 shares of common stock, of which it has sole
voting and dispositive power with respect to
1,614,125 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.
|
|
(12) |
Based solely upon information
provided in a Schedule 13-G/ A filed with the SEC on
February 13, 2006. 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. |
16
|
|
|
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.
|
|
|
|
|
|
|
997,212 |
|
High Rise Institutional Partners, L.P.
|
|
|
|
|
|
|
694,842 |
|
Cedar Bridge Realty Fund, L.P.
|
|
|
|
|
|
|
311,037 |
|
Cedar Bridge Institutional Fund, L.P.
|
|
|
|
|
|
|
185,838 |
|
High Rise Capital Advisors, L.L.C
|
|
|
|
|
|
|
2,188,929 |
|
Bridge Realty Advisors, L.L.C
|
|
|
|
|
|
|
496,875 |
|
High Rise Capital Management, L.P.
|
|
|
|
|
|
|
168,782 |
|
DPO Management GP, L.L.C
|
|
|
|
|
|
|
168,782 |
|
David OConnor
|
|
|
1,000 |
|
|
|
2,357,711 |
|
Charles Fitzgerald
|
|
|
|
|
|
|
2,357,711 |
|
|
|
(13) |
Based solely upon information provided in a Schedule 13-G
filed with the SEC on February 10, 2006. JPMorgan
Chase & Co. and its subsidiaries JPMorgan Chase Bank,
National Association, J.P. Morgan Investment Management
Inc., Bank One Trust Co., N.A. and JPMorgan Investment Advisors
Inc. JPMorgan Chase & Co. owns beneficially
2,477,779 shares of common stock, of which it has sole
voting power with respect to 1,486,164 shares, shares
voting power with respect to 2,400 shares, sole dispositive
power with respect to 2,365,179 shares and shared
dispositive power with respect to 40,185 shares. The
address for JPMorgan Chase & Co. is 270 Park Ave, New
York, New York 10017. |
17
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information concerning
the compensation paid to our Named Executive Officers for the
last three fiscal years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Compensation |
|
|
|
|
Annual Compensation |
|
|
|
|
|
|
|
|
Restricted |
|
Securities |
|
|
|
|
|
|
|
|
Other |
|
Stock |
|
Underlying |
|
LTIP |
|
All |
|
|
|
|
Annual |
|
Awards |
|
Options |
|
Payouts |
|
Other |
Name and Principal Position |
|
Year |
|
Salary($) |
|
Bonus($) |
|
Compensation($) |
|
($)(1) |
|
(#)(2) |
|
($)(3) |
|
Compensation($)(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David P. Stockert
|
|
|
2005 |
|
|
|
380,000 |
|
|
|
250,000 |
|
|
|
107,200 |
(5) |
|
|
200,000 |
|
|
|
60,000 |
|
|
|
45,000 |
|
|
|
7,774 |
|
|
President and Chief |
|
|
2004 |
|
|
|
375,000 |
|
|
|
170,000 |
|
|
|
107,200 |
(5) |
|
|
175,000 |
|
|
|
50,000 |
|
|
|
|
|
|
|
6,212 |
|
|
Executive Officer |
|
|
2003 |
|
|
|
375,000 |
|
|
|
150,000 |
|
|
|
107,200 |
(5) |
|
|
1,100,000 |
|
|
|
225,000 |
|
|
|
|
|
|
|
5,932 |
|
Thomas D. Senkbeil(6)
|
|
|
2005 |
|
|
|
355,000 |
|
|
|
225,000 |
|
|
|
7,200 |
|
|
|
175,000 |
|
|
|
50,000 |
|
|
|
|
|
|
|
8,997 |
|
|
Executive Vice President and |
|
|
2004 |
|
|
|
350,000 |
|
|
|
160,000 |
|
|
|
7,200 |
|
|
|
125,000 |
|
|
|
50,000 |
|
|
|
|
|
|
|
7,037 |
|
|
Chief Investment Officer |
|
|
2003 |
|
|
|
204,167 |
|
|
|
187,500 |
(7) |
|
|
|
|
|
|
852,500 |
|
|
|
195,000 |
|
|
|
|
|
|
|
1,324 |
|
Thomas L. Wilkes
|
|
|
2005 |
|
|
|
320,000 |
|
|
|
175,000 |
|
|
|
47,200 |
(8) |
|
|
150,000 |
|
|
|
30,000 |
|
|
|
40,500 |
|
|
|
8,097 |
|
|
Executive Vice President and |
|
|
2004 |
|
|
|
315,000 |
|
|
|
125,000 |
|
|
|
47,200 |
(8) |
|
|
85,000 |
|
|
|
25,000 |
|
|
|
|
|
|
|
6,518 |
|
|
President Post Apartment |
|
|
2003 |
|
|
|
315,000 |
|
|
|
90,000 |
|
|
|
47,200 |
(8) |
|
|
550,000 |
|
|
|
130,000 |
|
|
|
|
|
|
|
6,398 |
|
|
Management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher J. Papa(6)
|
|
|
2005 |
|
|
|
300,000 |
|
|
|
175,000 |
|
|
|
7,200 |
|
|
|
275,000 |
|
|
|
30,000 |
|
|
|
|
|
|
|
6,947 |
|
|
Executive Vice President and |
|
|
2004 |
|
|
|
275,000 |
|
|
|
125,000 |
|
|
|
49,536 |
(10) |
|
|
100,000 |
|
|
|
25,000 |
|
|
|
|
|
|
|
5,778 |
|
|
Chief Financial Officer |
|
|
2003 |
|
|
|
22,917 |
|
|
|
95,000 |
(9) |
|
|
2,895 |
(10) |
|
|
100,000 |
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
Sherry W. Cohen
|
|
|
2005 |
|
|
|
255,000 |
|
|
|
135,000 |
|
|
|
7,200 |
|
|
|
100,000 |
|
|
|
17,500 |
|
|
|
13,500 |
|
|
|
8,266 |
|
|
Executive Vice President and |
|
|
2004 |
|
|
|
245,000 |
|
|
|
95,000 |
|
|
|
7,200 |
|
|
|
62,500 |
|
|
|
12,500 |
|
|
|
|
|
|
|
6,517 |
|
|
Corporate Secretary |
|
|
2003 |
|
|
|
235,000 |
|
|
|
70,000 |
|
|
|
7,200 |
|
|
|
330,000 |
|
|
|
105,000 |
|
|
|
|
|
|
|
6,397 |
|
|
|
(1) |
Includes both restricted shares granted to the Named Executive
Officers in the year set forth and restricted shares granted for
meeting certain performance goals during the year set forth, but
granted in the following year. |
|
|
|
The table below shows the total number of shares awarded during
the last three years and the vesting schedule for any restricted
stock award reported in the Summary Compensation Table.
Dividends are paid on all shares of restricted stock. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted |
|
|
|
Closing Price of |
|
|
|
|
|
|
Stock Award |
|
|
|
Stock on Date |
|
|
Name |
|
Year |
|
(# of Shares) |
|
Grant Date |
|
of Grant($) |
|
Vesting Schedule |
|
|
|
|
|
|
|
|
|
|
|
David P. Stockert
|
|
|
2005 |
|
|
|
4,981 |
|
|
|
1/18/06 |
|
|
|
40.15 |
|
|
One-third on each of 12/31/06, 12/31/07 and 12/31/08. |
|
|
|
2004 |
|
|
|
5,380 |
|
|
|
1/18/05 |
|
|
|
32.53 |
|
|
One-third on each of 12/31/05, 12/31/06 and 12/31/07. |
|
|
|
2003 |
|
|
|
3,574 |
|
|
|
1/20/04 |
|
|
|
27.98 |
|
|
One-third on each of 12/31/04, 12/31/05 and 12/31/06. |
|
|
|
2003 |
|
|
|
38,358 |
|
|
|
7/17/03 |
|
|
|
26.07 |
|
|
One-eighth on each of 7/17/04, 7/17/05, 7/17/06, 7/17/07,
7/17/08, 7/17/09, 7/17/10 and 7/17/11. |
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted |
|
|
|
Closing Price of |
|
|
|
|
|
|
Stock Award |
|
|
|
Stock on Date |
|
|
Name |
|
Year |
|
(# of Shares) |
|
Grant Date |
|
of Grant($) |
|
Vesting Schedule |
|
|
|
|
|
|
|
|
|
|
|
Thomas D. Senkbeil
|
|
|
2005 |
|
|
|
4,359 |
|
|
|
1/18/06 |
|
|
|
40.15 |
|
|
One-third on each of 12/31/06, 12/31/07 and 12/31/08. |
|
|
|
2004 |
|
|
|
3,843 |
|
|
|
1/18/05 |
|
|
|
32.53 |
|
|
One-third on each of 12/31/05, 12/31/06 and 12/31/07. |
|
|
|
2003 |
|
|
|
1,876 |
|
|
|
1/20/04 |
|
|
|
27.98 |
|
|
One-third on each of 12/31/04, 12/31/05 and 12/31/06. |
|
|
|
2003 |
|
|
|
29,873 |
|
|
|
6/3/03 |
|
|
|
26.78 |
|
|
One-eighth on each of 6/2/04, 6/2/05, 6/2/06, 6/2/07, 6/2/08,
6/2/09, 6/2/10 and 6/2/11. |
Thomas L. Wilkes
|
|
|
2005 |
|
|
|
3,736 |
|
|
|
1/18/06 |
|
|
|
40.15 |
|
|
One-third on each of 12/31/06, 12/31/07 and 12/31/08. |
|
|
|
2004 |
|
|
|
2,613 |
|
|
|
1/18/05 |
|
|
|
32.53 |
|
|
One-third on each of 12/31/05, 12/31/06 and 12/31/07. |
|
|
|
2003 |
|
|
|
1,787 |
|
|
|
1/20/04 |
|
|
|
27.98 |
|
|
One-third on each of 12/31/04, 12/31/05 and 12/31/06. |
|
|
|
2003 |
|
|
|
19,179 |
|
|
|
7/17/03 |
|
|
|
26.07 |
|
|
One-eighth on each of 7/17/04, 7/17/05, 7/17/06, 7/17/07,
7/17/08, 7/17/09, 7/17/10 and 7/17/11. |
Christopher J. Papa
|
|
|
2005 |
|
|
|
3,736 |
|
|
|
1/18/06 |
|
|
|
40.15 |
|
|
One-third on each of 12/31/06, 12/31/07 and 12/31/08. |
|
|
|
2005 |
|
|
|
3,113 |
|
|
|
1/18/06 |
|
|
|
40.15 |
|
|
One-fifth on each of 12/31/06, 12/31/07, 12/31/08, 12/31/09 and
12/31/10. |
|
|
|
2004 |
|
|
|
3,074 |
|
|
|
1/18/05 |
|
|
|
32.53 |
|
|
One-third on each of 12/31/05, 12/31/06 and 12/31/07. |
|
|
|
2003 |
|
|
|
3,450 |
|
|
|
12/01/03 |
|
|
|
28.99 |
|
|
One-fifth on each of 12/01/04, 12/01/05, 12/01/06, 12/01/07 and
12/01/08. |
Sherry W. Cohen
|
|
|
2005 |
|
|
|
2,491 |
|
|
|
1/18/06 |
|
|
|
40.15 |
|
|
One-third on each of 12/31/06, 12/31/07 and 12/31/08. |
|
|
|
2004 |
|
|
|
1,921 |
|
|
|
1/18/05 |
|
|
|
32.53 |
|
|
One-third on each of 12/31/05, 12/31/06 and 12/31/07. |
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted |
|
|
|
Closing Price of |
|
|
|
|
|
|
Stock Award |
|
|
|
Stock on Date |
|
|
Name |
|
Year |
|
(# of Shares) |
|
Grant Date |
|
of Grant($) |
|
Vesting Schedule |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 |
|
|
|
1,072 |
|
|
|
1/20/04 |
|
|
|
27.98 |
|
|
One-third on each of 12/31/04, 12/31/05 and 12/31/06. |
|
|
|
2003 |
|
|
|
11,507 |
|
|
|
7/17/03 |
|
|
|
26.07 |
|
|
One-eighth on each of 7/17/04, 7/17/05, 7/17/06, 7/17/07,
7/17/08, 7/17/09, 7/17/10 and 7/17/11. |
|
|
|
The aggregate number and value of unvested shares of restricted
stock held by each Named Executive Officer as of
January 18, 2006, the most recent date upon which shares of
restricted stock were granted, were as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Value of Aggregate |
|
|
Aggregate Number of Shares |
|
Restricted Stock |
Name |
|
of Restricted Stock(#) |
|
Holdings($)* |
|
|
|
|
|
David P. Stockert
|
|
|
38,530 |
|
|
|
1,546,980 |
|
Thomas D. Senkbeil
|
|
|
29,952 |
|
|
|
1,202,573 |
|
Thomas L. Wilkes
|
|
|
20,459 |
|
|
|
821,429 |
|
Christopher J. Papa
|
|
|
10,969 |
|
|
|
440,405 |
|
Sherry W. Cohen
|
|
|
12,761 |
|
|
|
512,354 |
|
|
|
|
|
* |
Values are based on the closing price of our common stock of
$40.15 on the New York Stock Exchange on January 18, 2006. |
|
|
|
|
(2) |
Represents options granted to the Named Executive Officers for
performance during the applicable fiscal year, even if granted
the following fiscal year. Options granted for fiscal year 2005
include a stock-settled stock appreciation right
(SAR) feature as part of the option grant. Pursuant
to the SAR feature, the option holder has the choice of
receiving the net appreciation of the underlying option in net
shares of our common stock in lieu of exercising the option. |
|
|
(3) |
Represents awards paid under our shareholder value plan, as
described under the caption Report on Executive
Compensation Shareholder Value Plan, to the
Named Executive Officers for achieving shareholder return
targets for the three-year performance period ended on
December 31, 2005. Bonuses were paid to eligible executive
officers at 90% of the target award. |
|
|
(4) |
All Other Compensation for 2005 consists of: |
|
|
|
|
|
matching contributions to the company-sponsored 401(k) plan for
each Named Executive Officer, and |
|
|
|
amounts paid by us for term life and disability insurance
coverage for each Named Executive Officer. |
20
|
|
|
The following table shows the amount of each category of
All Other Compensation received by each Named
Executive Officer: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Life and |
|
|
401(k) Matching |
|
Disability Insurance |
Name |
|
Contribution($) |
|
Premiums($) |
|
|
|
|
|
David P. Stockert
|
|
|
5,250 |
|
|
|
2,524 |
|
Thomas D. Senkbeil
|
|
|
5,250 |
|
|
|
3,747 |
|
Thomas L. Wilkes
|
|
|
5,250 |
|
|
|
2,847 |
|
Christopher J. Papa
|
|
|
5,250 |
|
|
|
1,697 |
|
Sherry W. Cohen
|
|
|
5,250 |
|
|
|
3,016 |
|
|
|
|
|
(5) |
Other Annual Compensation for Mr. Stockert for
2005, 2004 and 2003 includes forgiveness of indebtedness in the
amount of $100,000 in each year. |
|
|
(6) |
Mr. Senkbeils employment with us began in June 2003,
and Mr. Papas employment with us began in December
2003. |
|
|
(7) |
Includes $100,000 paid as a signing bonus under
Mr. Senkbeils employment agreement. |
|
|
(8) |
Other Annual Compensation for Mr. Wilkes for
2005, 2004 and 2003 includes forgiveness of indebtedness in the
amount of $40,000 in each year. |
|
|
(9) |
Represents the signing bonus under Mr. Papas
employment agreement. |
|
|
(10) |
Other Annual Compensation for Mr. Papa includes
relocation expenses of $42,336 in 2004 and $2,295 in 2003. |
Option Grants Table
The following table sets forth all options to acquire shares of
our common stock granted to the Named Executive Officers for the
fiscal year ended December 31, 2005.
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|
Individual Grants(1) |
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|
Percent of |
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|
|
Potential Realizable Value |
|
|
Number of |
|
Total Options |
|
|
|
at Assumed Annual Rates |
|
|
Securities |
|
Granted to |
|
|
|
of Stock Price Appreciation |
|
|
Underlying |
|
Employees in |
|
Exercise or |
|
|
|
for Option Term(3) |
|
|
Options |
|
Fiscal |
|
Base Price |
|
Expiration |
|
|
Name |
|
Granted(#)(2) |
|
Year(%) |
|
($/Share) |
|
Date |
|
5%($) |
|
10%($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
David P. Stockert
|
|
|
60,000 |
|
|
|
25.0 |
|
|
|
40.15 |
|
|
|
1/18/2016 |
|
|
|
1,515,007 |
|
|
|
3,839,326 |
|
Thomas D. Senkbeil
|
|
|
50,000 |
|
|
|
20.8 |
|
|
|
40.15 |
|
|
|
1/18/2016 |
|
|
|
1,262,506 |
|
|
|
3,199,438 |
|
Thomas L. Wilkes
|
|
|
30,000 |
|
|
|
12.5 |
|
|
|
40.15 |
|
|
|
1/18/2016 |
|
|
|
757,504 |
|
|
|
1,919,663 |
|
Christopher J. Papa
|
|
|
30,000 |
|
|
|
12.5 |
|
|
|
40.15 |
|
|
|
1/18/2016 |
|
|
|
757,504 |
|
|
|
1,919,663 |
|
Sherry W. Cohen
|
|
|
17,500 |
|
|
|
7.3 |
|
|
|
40.15 |
|
|
|
1/18/2016 |
|
|
|
441,877 |
|
|
|
1,119,803 |
|
|
|
(1) |
Although the option grants were made on January 18, 2006,
they relate to performance for the fiscal year ended
December 31, 2005. |
|
(2) |
Options listed include a stock-settled 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. Options listed are exercisable one-third
annually beginning January 18, 2007. |
|
(3) |
The amounts shown only represent assumed rates of appreciation.
They are not intended to forecast future appreciation. Actual
gains, if any, on stock option exercises will depend upon future
performance of our stock. There can be no assurance that the
amounts reflected in these columns will be achieved or, if
achieved, will exist at the time of any option exercise. In
addition, these |
21
|
|
|
amounts do not take into
consideration certain terms of the options, such as
nontransferability, vesting requirements or termination
following a termination of employment.
|
Fiscal Year-End Option Value Table
The following table sets forth certain information with respect
to stock options exercised by our Named Executive Officers
during 2005. It also sets forth certain information with respect
to the number of unexercised options and the value of
unexercised
in-the-money options
held by our Named Executive Officers as of January 18, 2006.
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|
Securities Underlying |
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Value of Unexercised |
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|
|
|
Number of Unexercised |
|
In-the-Money |
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|
|
|
|
|
Options at Fiscal |
|
Options at Fiscal |
|
|
Shares |
|
|
|
Year-End(#)(1) |
|
Year-End($)(2) |
|
|
Acquired on |
|
Value |
|
|
|
|
Name |
|
Exercise(#) |
|
Realized($) |
|
(Exercisable) |
|
(Unexercisable) |
|
(Exercisable) |
|
(Unexercisable) |
|
|
|
|
|
|
|
|
|
|
|
|
|
David P. Stockert
|
|
|
4,000 |
|
|
|
27,520 |
|
|
|
272,664 |
|
|
|
283,336 |
|
|
|
2,304,039 |
|
|
|
2,535,901 |
|
Thomas D. Senkbeil
|
|
|
|
|
|
|
|
|
|
|
92,666 |
|
|
|
202,334 |
|
|
|
1,131,115 |
|
|
|
1,821,035 |
|
Thomas L. Wilkes
|
|
|
30,000 |
|
|
|
484,978 |
|
|
|
147,150 |
|
|
|
146,667 |
|
|
|
908,261 |
|
|
|
1,413,403 |
|
Christopher J. Papa
|
|
|
20,000 |
|
|
|
212,288 |
|
|
|
8,333 |
|
|
|
76,667 |
|
|
|
63,497 |
|
|
|
461,803 |
|
Sherry W. Cohen
|
|
|
45,565 |
|
|
|
572,040 |
|
|
|
137,267 |
|
|
|
92,502 |
|
|
|
618,803 |
|
|
|
987,023 |
|
|
|
(1) |
Includes option grants made as of January 18, 2006, as they
relate to performance for the fiscal year ended
December 31, 2005. |
|
(2) |
Based on the closing price of $40.15 per share of common
stock on January 18, 2006. |
Long-Term Incentive Plan Table
The following table sets forth awards made to the Named
Executive Officers in 2005 under our shareholder value plan. The
shareholder value plan gives participants the opportunity to
receive a percentage of a target bonus for each performance
period based on Post Properties total shareholder return
in relation to the total shareholder return reported for such
period in the NAREIT total return index for all equity REITs
whose return is reported in such index. A performance period is
a three calendar year period, and a target bonus will be set for
each participant for each performance period. A percentage of a
participants target bonus will be payable for a
performance period under the plans standard benchmark
rankings and related target bonus payment percentage only if our
total shareholder return for a performance period ranks Post
Properties in the top 50% of all equity REITs whose total
shareholder return is reported in the NAREIT total return index
for such period. Thus, the plan is intended to tie a
participants bonus to Post Properties long-term
performance relative to the long-term performance of other REITs
in providing a total return to our shareholders.
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|
|
|
|
|
|
|
Estimated Future Payouts($) |
|
|
|
|
Performance |
|
|
Name |
|
Grant Date |
|
Period |
|
Threshold |
|
Target |
|
Maximum |
|
|
|
|
|
|
|
|
|
|
|
David P. Stockert
|
|
|
1/18/06 |
|
|
|
3 years |
|
|
|
|
|
|
|
85,000 |
|
|
|
255,000 |
|
Thomas D. Senkbeil
|
|
|
1/18/06 |
|
|
|
3 years |
|
|
|
|
|
|
|
80,000 |
|
|
|
240,000 |
|
Thomas L. Wilkes
|
|
|
1/18/06 |
|
|
|
3 years |
|
|
|
|
|
|
|
50,000 |
|
|
|
150,000 |
|
Christopher J. Papa
|
|
|
1/18/06 |
|
|
|
3 years |
|
|
|
|
|
|
|
50,000 |
|
|
|
150,000 |
|
Sherry W. Cohen
|
|
|
1/18/06 |
|
|
|
3 years |
|
|
|
|
|
|
|
35,000 |
|
|
|
105,000 |
|
22
Employment and Change of Control Agreements
David P. Stockert. Mr. Stockert entered into an
employment agreement with us in July 2003. The agreement was
amended in December 2003. The current term of the agreement
continues through July 17, 2008, but a new three-year term
will renew on each anniversary of the date of the agreement
unless terminated by either Mr. Stockert or the board of
directors pursuant to the agreements notice and
termination provisions.
The agreement provides that Mr. Stockert will serve as our
President and Chief Executive Officer and will receive a minimum
base salary of $375,000. Effective January 1, 2006, his
annual base salary is $390,000. He also is eligible to receive
an annual bonus based on individual and corporate goals
established by the Executive Compensation and Management
Development Committee, incentive compensation in the form of
options to purchase our common stock, an award of restricted
stock and a target bonus under the shareholder value plan. The
agreement also provides for participation in our employee
benefit plans as well as various executive perquisites,
including an automobile allowance, which are disclosed in the
Summary Compensation Table.
If the agreement is terminated by us without cause or by
Mr. Stockert in certain circumstances, Mr. Stockert
will continue to receive all cash compensation, other benefits
under our benefit plans and any perquisites owed to him for the
remaining term of the agreement as if he continued to be
employed. In addition, any of Mr. Stockerts unvested
stock options, restricted stock and any bonus he is entitled to
under the shareholder value plan shall vest on the date of
termination to the extent that any such option, share of
restricted stock, or bonus would have vested if
Mr. Stockert had remained employed by the company through
the term of the agreement, and each option shall remain
exercisable until the earlier of (a) the expiration of the
term of the option or (b) the date the option would have
expired had his employment terminated at the end of the term of
the agreement by us without cause or by Mr. Stockert in
certain circumstances. Further, he will receive a payout equal
to $100,000 for each year remaining under the term of the
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.
In the event of termination by us for cause, Mr. Stockert
shall forfeit all compensation, perquisites and benefits
provided in the agreement, and he will not vest in his options
to purchase company stock or in his restricted stock.
If a change of control occurs and Mr. Stockerts
employment is terminated by us without cause or by
Mr. Stockert in certain circumstances during the three-year
period following the change of control (the protection
period) or if Mr. Stockert resigns during the
90-day period that
starts on the first anniversary of the change of control for any
or no reason, Mr. Stockert will, within 30 days of his
termination, receive a lump sum payment equal to three times his
then current cash compensation. In addition, any of his 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 term of the options
as if there had been no termination of employment.
Mr. Stockert will also continue to receive coverage and
benefits under the employee benefit plans for the remainder of
the protection period. 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 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
23
above) over the total market value of any shares of our common
stock purchased with the proceeds of the loans.
Thomas D. Senkbeil. Mr. Senkbeil entered into an
employment agreement with us in June 2003. The agreement was
amended in August 2003 and December 2003. The current term of
the agreement continues through June 1, 2008, but a new
three-year term will renew on each anniversary of the date of
the agreement unless terminated by either Mr. Senkbeil or
the board of directors pursuant to the agreements notice
and termination provisions.
The agreement provides that Mr. Senkbeil will serve as our
Executive Vice President and Chief Investment Officer and will
receive a minimum base salary of $350,000. Effective
January 1, 2006, his annual base salary is $365,000. He
also is eligible to receive an annual bonus based on individual
and corporate goals established by the Executive Compensation
and Management Development Committee, incentive compensation in
the form of options to purchase a target level of
50,000 shares of our common stock, subject to upward or
downward adjustment, an award of restricted stock and a target
bonus under the shareholder value plan which in total shall
equal between $150,000 and $200,000. The agreement also provides
for participation in our employee benefit plans as well as
various executive perquisites, which are disclosed in the
Summary Compensation Table.
If the agreement is terminated by us without cause or by
Mr. Senkbeil in certain circumstances, Mr. Senkbeil
will continue to receive all cash compensation, other benefits
under our benefit plans and any perquisites owed to him for the
remaining term of the agreement as if he continued to be
employed. In addition, any of Mr. Senkbeils unvested
stock options, restricted stock and any bonus he is entitled to
under the shareholder value plan shall vest on the date of
termination to the extent that any such option, share of
restricted stock, or bonus would have vested if
Mr. Senkbeil had remained employed by the company through
the term of the agreement, and each option shall remain
exercisable until the earlier of (a) the expiration of the
term of the option or (b) the date the option would have
expired had his employment terminated at the end of the term of
the agreement by us without cause or by Mr. Senkbeil in
certain circumstances. Further, shares of restricted stock
granted to Mr. Senkbeil on the initial date of the
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.
In the event of termination by us for cause, Mr. Senkbeil
shall forfeit all compensation and benefits provided in the
agreement, as amended and he will not vest in his options to
purchase company stock or in his restricted stock.
If a change of control occurs and Mr. Senkbeils
employment is terminated by us without cause or by
Mr. Senkbeil in certain circumstances during the three-year
period following the change of control (the protection
period) or Mr. Senkbeil resigns during the
90-day period that
starts on the first anniversary of the change of control for any
or no reason, Mr. Senkbeil will, within 30 days of his
termination, receive a lump sum payment equal to three times his
then current cash compensation. In addition, any of his 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 term of the options as if
there had been no termination of employment. Mr. Senkbeil
will also continue to receive coverage and benefits under the
employee benefit plans for the remainder of the protection
period.
Christopher J. Papa. In December 2003, we entered into an
employment agreement with Mr. Papa. On October 17,
2005 we entered into an amended and restated agreement with
Mr. Papa. The agreement continues through October 17,
2006, but the term extends for one additional year on each
anniversary of the date of the agreement unless terminated by
either Mr. Papa or the board of directors pursuant to the
agreements notice and termination provisions.
24
The amended and restated agreement provides that Mr. Papa
will serve as our Executive Vice President and Chief Financial
Officer and will receive a minimum base salary of $300,000.
Effective January 1, 2006, his annual base salary is
$315,000. He also is eligible to receive an annual bonus based
on individual and corporate goals established by the Executive
Compensation and Management Development Committee, incentive
compensation in the form of options to purchase shares of our
common stock, an award of restricted stock and a target bonus
under the shareholder value plan. The agreement also provides
for participation in our employee benefit plans as well as
various executive perquisites, including an automobile
allowance, which are disclosed in the Summary Compensation Table.
If the agreement is terminated by us without cause or by
Mr. Papa in certain circumstances, Mr. Papa will
continue to receive all cash compensation, other benefits under
our benefit plans and any perquisites owed to him for the
remaining term of the agreement as if he continued to be
employed for a period of 18 months from the date of his
termination. In addition, any of his unvested stock options,
restricted stock and any bonus he is entitled to under the
shareholder value plan shall vest on the date of termination to
the extent that any such option, share of restricted stock, or
bonus would have vested if Mr. Papa had remained employed
by the company for a period of 18 months from the date of
his termination. We will also pay Mr. Papa the earned but
unpaid bonus which he would be eligible to receive for the days
worked during the year of termination and 1.5 times his average
annual bonus for the last three years.
In the event of termination by us for cause, Mr. Papa shall
forfeit all compensation, perquisites and benefits provided in
the agreement, including any forfeitable restricted stock or
unvested options to purchase common stock.
If a change of control occurs and Mr. Papas
employment is terminated by us without cause or by Mr. Papa
in certain circumstances during the three-year period following
the change of control (the protection period) or
Mr. Papa resigns during the
90-day period that
starts on the first anniversary of the change of control for any
or no reason, Mr. Papa will, within 30 days of his
termination, receive a lump sum payment equal to three times his
then current cash compensation following the change of control.
In addition, any of his 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 term of the options as if there had been no
termination of employment. Mr. Papa will also continue to
receive coverage and benefits under the employee benefit plans
for the remainder of the protection period.
Thomas L. Wilkes. On October 17, 2005, we entered
into an employment agreement with Mr. Wilkes. The agreement
continues through October 17, 2006, but the term will
extend for one additional year on each anniversary date of the
agreement unless terminated by either Mr. Wilkes or the
board of directors pursuant to the agreements notice and
termination provisions.
The agreement provides that Mr. Wilkes will serve as our
Executive Vice President and President of Post Apartment
Management and will receive a minimum base salary of $320,000.
Effective January 1, 2006, his annual base salary is
$330,000. He is also eligible to receive an annual bonus, stock
options, restricted stock and a target bonus under our
shareholder value plan. The agreement also provides for
participation in our employee benefit plans as well as various
executive perquisites, which are disclosed in the Summary
Compensation Table.
If the agreement is terminated by us without cause or by
Mr. Wilkes in certain circumstances, Mr. Wilkes will
continue to receive all cash compensation, other benefits under
our benefit plans and any perquisites owed to him for the
remaining term of the agreement as if he continued to be
employed for a period of 18 months from the date of his
termination. In addition, any of his unvested stock
25
options, restricted stock and any bonus that he is entitled to
under our shareholder value plan shall vest on the date of
termination to the extent that any such option, share of
restricted stock, or bonus would have vested if Mr. Wilkes
had remained employed by us for a period of 18 months from
the date of his termination. We will also pay Mr. Wilkes
the earned but unpaid bonus which he would be eligible to
receive for the days worked during the year of termination and
1.5 times his average annual bonus for the last three years.
In the event of termination by us for cause, Mr. Wilkes
shall forfeit all compensation, perquisites and benefits
provided in the agreement, including any forfeitable restricted
stock or unvested stock options.
The agreement incorporates and replaces Mr. Wilkess
existing change of control agreement, which was described in our
Proxy Statement for the 2005 annual shareholders meeting.
If a change of control occurs and Mr. Wilkess
employment is terminated by us without cause or by
Mr. Wilkes in certain circumstances during the three year
protection period or Mr. Wilkes resigns during the
90-day period that
starts on the first anniversary of the change of control for any
or no reason, Mr. Wilkes will, within 30 days of his
termination, receive a lump sum payment equal to three times his
then current cash compensation following the change of control.
In addition, any of his 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 term of the options as if there had been no
termination of employment. Mr. Wilkes will also continue to
receive coverage and benefits under the employee benefit plans
for the remainder of the protection period. Additionally, within
30 days of termination, Mr. Wilkes will receive an
amount equal to 140% of the excess, if any, of the then
principal and interest on his loans over the total market value
of any shares of our common stock purchased with the proceeds of
the loans.
Sherry W. Cohen. On October 17, 2005, we entered
into an employment agreement with Ms. Cohen. The agreement
continues through October 17, 2006, but the term will
extend for one additional year on each anniversary date of the
agreement unless terminated by either Ms. Cohen or the
board of directors pursuant to the agreements notice and
termination provisions.
The agreement provides that Ms. Cohen will serve as our
Executive Vice President and Corporate Secretary and will
receive a minimum base salary of $255,000. Effective
January 1, 2006, her annual base salary is $265,000. She is
also eligible to receive an annual bonus, stock options,
restricted stock and a target bonus under our shareholder value
plan. The agreement also provides for participation in our
employee benefit plans as well as various executive perquisites,
which are disclosed in the Summary Compensation Table.
If the agreement is terminated by us without cause or by
Ms. Cohen in certain circumstances, Ms. Cohen will
continue to receive all cash compensation, other benefits under
our benefit plans and any perquisites owed to her for the
remaining term of the agreement as if she continued to be
employed for a period of 18 months from the date of her
termination. In addition, any of her unvested stock options,
restricted stock and any bonus that she is entitled to under our
shareholder value plan shall vest on the date of termination to
the extent that any such option, share of restricted stock, or
bonus would have vested if Ms. Cohen had remained employed
by us for a period of 18 months from the date of her
termination. We will also pay Ms. Cohen the earned but
unpaid bonus which she would be eligible to receive for the days
worked during the year of termination and 1.5 times her average
annual bonus for the last three years.
In the event of termination by us for cause, Ms. Cohen
shall forfeit all compensation, perquisites and benefits
provided in the agreement, including any forfeitable restricted
stock or unvested stock options.
26
The agreement incorporates and replaces Ms. Cohens
existing change of control agreement, which was described in our
Proxy Statement for the 2005 annual shareholders meeting.
If a change of control occurs and Ms. Cohens
employment is terminated by us without cause or by
Ms. Cohen in certain circumstances during the two-year
protection period or Ms. Cohen resigns during the
90-day period that
starts on the first anniversary of the change of control for any
or no reason, Ms. Cohen will, within 30 days of her
termination, receive a lump sum payment equal to two times her
then current cash compensation following the change of control.
In addition, any of 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 term of the options as if there had been no
termination of employment. Ms. Cohen will also continue to
receive coverage and benefits under the employee benefit plans
for the remainder of the protection period.
|
|
|
Definitions and Other
Provisions of the Agreements |
Under the agreements described above, 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.
Mr. Stockert, Mr. Senkbeil, Mr. Papa,
Mr. Wilkes and Ms. Cohen 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.
If Mr. Stockert, Mr. Senkbeil, Mr. Papa,
Mr. Wilkes or Ms. Cohen would be subject to a
golden parachute excise tax as a result of the
benefits called for under his or her change of control
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.
27
As part of the employment agreements, our Named Executive
Officers further 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.
Compensation Committee Interlocks and Insider
Participation
During 2005, Messrs. Deriso, French and Rice and
Ms. Thayer served as members of the Executive Compensation
and Management Development Committee. During 2005:
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none of our executive officers was a director of another entity
where one of that entitys executive officers served on
Post Properties Executive Compensation and Management
Development Committee, |
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no member of the Executive Compensation and Management
Development Committee was an officer or employee of Post
Properties or any of its subsidiaries, |
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no member of the Executive Compensation and Management
Development Committee entered into any transaction with Post
Properties in which the amount involved exceeded $60,000, |
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none of our executive officers served on the compensation
committee of any entity where one of that entitys
executive officers served on Post Properties Executive
Compensation and Management Development Committee, and |
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none of our executive officers served on the compensation
committee of another entity where one of that entitys
executive officers served as a director on Post Properties
board. |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Insider Loans
In November 1999, our board of directors approved a Senior
Management Stock Ownership Program. The executive officers were
expected to use the proceeds of the loans to purchase shares of
our common stock. However, none of the loans made under our
Senior Management Stock Ownership Program are collateralized
with the stock purchased with the loan proceeds. Pursuant to
this program, in December 1999, we made a loan to the executive
officer in the principal amount set forth below. The original
amount of the loan and the outstanding balance as of
March 1, 2006 is as follows:
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Outstanding |
Senior Officer |
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Amount of Loan |
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Balance |
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Thomas L. Wilkes
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$ |
500,000 |
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$ |
500,000 |
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In addition, during 2005, Sherry W. Cohen had an outstanding
loan of $500,000 that was made to her in December 1999.
Ms. Cohen has repaid the outstanding balance of such loan
in full.
28
In June 2001 and August 2001, we made additional loans to
executive officers pursuant to the Senior Management Stock
Ownership Program in the principal amounts set forth below. The
original amounts of the loans and the outstanding balances as of
March 1, 2006 are as follows:
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Outstanding |
Senior Officer |
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Amount of Loan |
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Balance |
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David P. Stockert
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$ |
1,000,000 |
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$ |
1,000,000 |
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Thomas L. Wilkes
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250,000 |
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250,000 |
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In May 2001, we made an additional loan to the executive officer
outside of our Senior Management Stock Ownership Program, in
order to allow him to purchase shares of our common stock in the
principal amount set forth below. This loan is not
collateralized by the stock purchased with the loan proceeds.
The original principal amount and the outstanding balance for
such loan as of March 1, 2006 is as follows:
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Outstanding | |
Senior Officer |
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Amount of Loan | |
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Balance | |
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David P. Stockert
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$ |
1,000,000 |
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$ |
500,000 |
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In addition, during 2005, Thomas L. Wilkes had an outstanding
loan that was made to him in May 2001 in the principal amount of
$200,000. As of January 2006, the outstanding balance of the
loan of $40,000 was forgiven.
In connection with the May 2001 loans, we entered into
agreements to forgive the loans of Messrs. Stockert and
Wilkes in installments equal to the following amounts each year:
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Amount of | |
Senior Officer |
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Loan Forgiveness | |
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David P. Stockert
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$ |
100,000 |
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Thomas L. Wilkes
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40,000 |
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All of the loans described above 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 Properties. The outstanding
balance for the loans described above excludes accrued interest.
The agreements were entered into with these Named Executive
Officers prior to July 30, 2002, the date the
Sarbanes-Oxley Act of 2002 was enacted. The outstanding balances
as of March 1, 2006 reflect the amounts we forgave during
the year ended December 31, 2005.
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, 2005.
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 2005. Fees for
these legal services represented less than 5% of King &
Spaldings revenues during fiscal 2005.
29
REPORT ON EXECUTIVE COMPENSATION
The following report does not constitute soliciting material
and should not be deemed filed or incorporated by reference by
any general statement incorporating by reference this Proxy
Statement into any other filing under the Securities Act of 1933
(the Securities Act) or under the Securities
Exchange Act of 1934 (the Exchange Act), except to
the extent that we specifically incorporate this information by
reference.
The Executive Compensation and Management Development Committee
is comprised of four independent, non-employee directors. It is
the committees responsibility to:
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annually review and approve the companys goals and
objectives for executive compensation, |
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annually review and approve for the senior 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, |
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review and approve employment agreements, severance arrangements
and change of control agreements for the senior executive
officers, as appropriate, |
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make recommendations and reports to the board of directors
concerning matters of executive compensation, |
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administer our executive incentive plans, and |
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review compensation plans, programs and policies. |
In performing these duties, the committee considers
recommendations from management along with other factors. The
committee has available an independent executive compensation
consultant as well as access to an extensive compensation
database. In 2003, the committee adopted a committee charter,
which is available on the companys website at
www.postproperties.com by clicking on the Corporate
Information link, followed by the Corporate Governance link and
then the Executive Compensation and Management Development
Committee Charter link.
The Philosophy of the Executive Compensation and Management
Development Committee
The committees philosophy on establishing executive
compensation programs is to:
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foster a high performance culture that motivates and retains
high-performing executives, |
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focus the compensation program on achieving our strategic
objectives and enhancing shareholder value, |
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be performance driven, |
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orient total compensation more toward incentive pay components
rather than base salary, and |
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structure competitive compensation packages to attract and
retain executives. |
In 2005, our compensation philosophy for senior executives
focused primarily on (1) setting total compensation
targeted at the market median of peer group REITs and
(2) rewarding achievement of individual and corporate goals.
In 2006, our annual cash incentive plan will continue to
reinforce our pay-for-performance philosophy. Annual incentive
opportunities will continue to be targeted at the market median
for
30
comparable REITs. Actual incentive payouts will be determined
based on a combination of corporate, business unit and
individual performance.
As further explained below in the section entitled Annual
Cash Incentive Plan, performance will have a prominent
role in determining annual cash incentive payouts, particularly
for senior corporate executives.
Performance will be judged based on our operating results versus
internally established goals, our annual budget and the
objectives set forth in our strategic plan. The committee
believes this approach is more clearly aligned with the
committees objective of being performance driven and
closely linking compensation to enhancing shareholder value.
For employees with significant business unit responsibilities, a
substantial portion of the annual incentive compensation will be
earned based on achieving predetermined operational and
financial goals. Specific goals have been established for all of
our operating units.
Components of Executive Compensation
The basic components of executive compensation are:
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base salary, |
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annual cash incentives, and |
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long-term incentives. |
Base Salary Program
The purpose of the base salary program is to create a secure
base of cash compensation that is competitive with the salaries
of executives at peer group REITs. Base salary levels are
determined based on the committees assessment of
competitive market practices, individual performance over time
and each individuals role and responsibilities in the
organization.
In setting base salaries, we have reviewed compensation data of
comparable REITs provided by an independent third-party
compensation consultant. In addition, in some cases, base
salaries are also the product of employment agreement terms
agreed to through arms length negotiations in connection
with recruiting or retaining a senior executive. Our base
salaries for executive officers are competitive with market
median practices of other multifamily REITs and comparably sized
non-multifamily REITs. The committee believes that future base
salary level increases will continue to be influenced by the
compensation levels of executives at peer group REITs and our
performance relative to the peer group. For 2006, we raised base
salaries for our executive officers an average of 3.64%.
Base salaries do not follow a preset schedule or formula and may
be raised only at the committees discretion. Annual salary
increases for executive officers take into account the
individuals performance, the companys overall
financial performance and changes in the competitive
marketplace. The committee considers a number of factors when
evaluating individual performance. They include the
executives contribution to:
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generating favorable financial performance, |
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achieving the objectives set forth in our strategic plan, |
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promoting our values, |
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improving product and service quality, |
31
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developing strong relationships with residents, suppliers and
employees, and |
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demonstrating leadership abilities. |
Annual Cash Incentive Plan
The purpose of the annual cash incentive plan is to provide
at-risk cash compensation contingent upon achieving annual
business and individual objectives. Our annual incentive plan
promotes our pay-for-performance philosophy by communicating
specific annual corporate and individual business unit
performance goals, based on our strategic plan, and rewarding
senior management for achieving those goals. 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.
In 2005, one of the corporate performance measures was our
operating performance compared to internal budgets and financial
goals. The committee concluded that the companys 2005
financial performance exceeded the internal benchmarks set at
the beginning of 2005. The committee was also pleased with
managements continued efforts to strengthen the
companys balance sheet and re-balance its real estate
portfolio. In assessing annual cash incentives, the committee
also focused on the performance of the companys common
stock and the achievement of individual goals, leadership and
personal growth.
Target awards are established at the start of the year. Actual
payouts vary above or below target based on the performance
level achieved. Cash bonuses paid to our Named Executive
Officers for 2005 are described in this Proxy Statement under
the caption Executive Compensation Summary
Compensation Table.
Long-Term Incentive Plan
The purpose of the long-term incentive plan is primarily to
align executive compensation more closely with shareholder
interests, such as long-term company performance and stock price
appreciation. In 2003, our board of directors and shareholders
adopted the 2003 incentive stock plan. Under this plan, the
committee may grant stock options and stock appreciation rights
and make restricted stock grants to our key employees and to our
outside directors. Initially, there were 4 million shares
of our common stock reserved for issuance pursuant to grants
made under this plan.
In January 2006, the committee granted 32,654 shares of
restricted stock and stock options to
purchase 240,500 shares of common stock under this
plan to senior executive officers and middle management for 2005
performance.
Shareholder Value Plan
In 2002, our board of directors and shareholders adopted our
shareholder value plan. The plan is intended to tie a
participants bonus to Post Properties long term
performance relative to the long term performance of other REITs
with respect to providing a total return to our shareholders.
Under the plan, participants have the opportunity to receive a
percentage of his or her target bonus for each performance
period based on Post Properties 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 bonus will be set for
each participant for each performance period. A percentage of a
participants target bonus will be payable for a
performance period under the plans standard benchmark
rankings and
32
related target bonus payment percentage only if our total
shareholder return for a performance period ranks Post
Properties in the top 50% of all equity REITs whose total
shareholder return is reported in the NAREIT total return index
for such period. The target bonuses for each of our Named
Executive Officers for 2005 are described in this Proxy
Statement under the caption Executive
Compensation Long-Term Incentive Plan Table.
The first three year performance period ended on
December 31, 2004. No bonuses were paid for the first
performance period because shareholder return targets were not
achieved. The second three year performance period ended on
December 31, 2005. Shareholder return targets were
achieved, and bonuses were paid to eligible executive officers
at 90% of the target award. The amounts paid to the Named
Executive Officers are listed under the LTIP Payouts column
under the caption Executive Compensation
Summary Compensation Table.
Chief Executive Officer Compensation
For 2005, Mr. Stockert received compensation including a
base salary of $380,000, a cash bonus of $250,000, options to
purchase 60,000 shares of common stock vesting over
three years and 4,981 shares of restricted stock (valued at
$200,000) vesting over three years. Mr. Stockerts
bonus reflects the committees support of
Mr. Stockerts performance and leadership during 2005.
In particular, the committee rewarded Mr. Stockert during
2005 for his efforts in delivering on and continuing to execute
Posts six-part strategic plan to reinvigorate our
business, strengthen our balance sheet and drive improved
financial performance. Under Mr. Stockerts leadership
in 2005, the total return of Post common stock, including
reinvested dividends, outpaced the average returns of the
S&P 500 and the NAREIT Equity REIT Index, and our corporate
governance ratings as well as our resident and associate
satisfaction levels exceed third party industry benchmarks.
Policy with Respect to the $1 Million Deduction Limit
Under Section 162(m) of the Internal Revenue Code, certain
limits are placed on the tax deductibility of compensation paid
to the chief executive officer and the four 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 2005, the company may be subject to a limitation on the tax
deductibility of certain executive compensation. This is
principally due to the inclusion of compensation related to
long-term incentive plans that do not meet the technical
requirements of performance-based compensation under
the tax law and related regulations.
In this regard, our committee continues to recognize the need to
maintain flexibility in establishing compensation plans and
arrangements for the companys executive officers in order
to achieve various company objectives. Furthermore, our
committee continues to consider carefully any plan or
compensation arrangement that might result in the disallowance
of compensation deductions. Our 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.
By the Executive Compensation and Management Development
Committee:
Charles E. Rice, Chairman
Walter M. Deriso, Jr.
Russell R. French
Stella F. Thayer
33
AUDIT COMMITTEE REPORT
The following report does not constitute soliciting material
and should not be deemed filed or incorporated by reference by
any general statement incorporating by reference this Proxy
Statement into any other filing under the Securities Act or the
Exchange Act, except to the extent that we specifically
incorporate this information by reference.
The Audit Committee is responsible for, among other things,
reviewing with PricewaterhouseCoopers LLP
(PricewaterhouseCoopers), our independent registered
public accounting firm for fiscal year 2005, the scope and
results of their audit engagement. In connection with the audit
for the year ended December 31, 2005, the Audit Committee
has:
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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, 2005; |
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discussed with PricewaterhouseCoopers the matters required by
Statement of Accounting Standards No. 61, as
amended; and |
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received from and discussed with PricewaterhouseCoopers 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). PricewaterhouseCoopers 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, without
independent verification, 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 PricewaterhouseCoopers 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, 2005 for filing with the Securities
and Exchange Commission.
By the Audit Committee:
Russell R. French, Chairman
Walter M. Deriso, Jr.
Charles E. Rice
Stella F. Thayer
34
INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FEES AND SERVICES
PricewaterhouseCoopers was appointed as our independent
registered public accounting firm for the fiscal years ended
December 31, 2005 and December 31, 2004.
Audit Fees
PricewaterhouseCoopers billed us aggregate audit fees and
expenses of approximately $679,797 and $828,452, respectively,
for fiscal years 2005 and 2004. Of these audit fees, $285,597
and $290,000, respectively, related to the audits of the annual
financial statements of Post Properties and Post Apartment
Homes, $75,000 and $92,194, respectively, related to reviews of
the quarterly financial statements of Post Properties and Post
Apartment Homes, $290,000 and $384,275, respectively, related to
the audits of managements assessment of the effectiveness
of internal control over financial reporting of Post Properties
and Post Apartment Homes and $29,200 and $61,983, respectively,
related to other attest services rendered in connection with a
securities offering of Post Apartment Homes in fiscal years 2005
and 2004, respectively.
Audit-Related Fees
PricewaterhouseCoopers billed us approximately $155,606 and
$96,930, respectively, for fiscal years 2005 and 2004 for
audit-related fees. The fees incurred were principally related
to separate joint venture audits, other statutory audits and
accounting advisory services.
Tax Fees
PricewaterhouseCoopers billed us approximately $390,654 and
$566,656, respectively, for fiscal years 2005 and 2004 for tax
services. Of these fees, $301,041 and $276,965 related to tax
preparation and compliance and $89,613 and $289,691 related to
tax planning and advice in fiscal years 2005 and 2004,
respectively.
All Other Fees
PricewaterhouseCoopers did not perform any services other than
the services described above under Audit Fees, Audit-Related
Fees and Tax Fees for fiscal years 2005 and 2004.
Pre-Approval of Audit and Permissible Non-Audit Services
In December 2004, the Audit Committee established a policy
requiring its pre-approval of all audit and permissible
non-audit services provided by our independent registered public
accounting firm. The policy was reviewed and updated in December
2005. 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; provided, however,
that the Chairman must report any pre-approval decisions to the
full Audit Committee at its next scheduled meeting.
None of the services provided by our independent registered
public accounting firm for 2005 and 2004 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.
35
CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
PricewaterhouseCoopers audited our consolidated financial
statements for the years ended December 31, 2005 and
December 31, 2004. 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 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 years
ended December 31, 2005 and 2004 and through March 15,
2006, we did not consult with Deloitte & Touche LLP
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 years ended December 31, 2005 and 2004 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 years.
During the years ended December 31, 2005 and 2004 and
through March 15, 2006, there were no reportable events
described under Item 304(a)(1)(v) of
Regulation S-K.
The reports of PricewaterhouseCoopers on our consolidated
financial statements for the years ended December 31, 2005
and 2004 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.
Representatives of PricewaterhouseCoopers are expected to be
present at the meeting and will have the opportunity to make a
statement if they so desire and to respond to appropriate
questions from shareholders.
36
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Our Audit Committee has appointed Deloitte & Touche LLP
to audit our consolidated financial statements for the year
ending December 31, 2006 and to prepare a report on this
audit. A representative of Deloitte & Touche LLP 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 LLP as our independent registered
public accounting firm. Although ratification is not required by
our bylaws or otherwise, the board is submitting the selection
of Deloitte & Touche LLP 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.
37
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following shareholder return performance graph compares our
performance to the S&P 500 and the index of equity real
estate investment trusts prepared by the National Association of
Real Estate Investment Trusts (NAREIT). The
shareholder return performance graph assumes an investment of
$100 in Post Properties and in the two indexes on
December 31, 2000 and further assumes the reinvestment of
all dividends. Equity real estate investment trusts are defined
as those which derive more than 75% of their income from equity
investments in real estate assets. The NAREIT equity index
includes all tax qualified real estate investment trusts listed
on the New York Stock Exchange, the American Stock Exchange or
the Nasdaq Stock Market. Shareholder return performance
presented for the period from December 31, 2000 through
December 31, 2005 is not necessarily indicative of future
results.
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Dollar Value of $100 Investment at December 31, | |
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2000 | |
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2001 | |
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2004 | |
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2005 | |
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Post Properties Common Stock
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100.00 |
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102.69 |
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76.63 |
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97.12 |
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129.15 |
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157.27 |
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NAREIT Equity REIT Index
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100.00 |
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113.93 |
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118.29 |
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162.21 |
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213.43 |
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239.39 |
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S&P 500 Index
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100.00 |
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88.11 |
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68.64 |
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88.33 |
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97.94 |
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102.75 |
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The stock price performance graph does not constitute
soliciting material and should not be deemed filed or
incorporated by reference by any general statement incorporating
by reference this Proxy Statement into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent that we specifically incorporate this
information by reference.
38
PROPOSAL 3 SHAREHOLDER PROPOSAL
The following proposal was submitted by a shareholder. If the
shareholder proponent, or a representative who is qualified
under state law, is present and submits such proposal for a
vote, then the proposal will be voted upon at the annual meeting.
The Massachusetts State Carpenters Fund, the beneficial owner of
2,930 shares of our common stock, has submitted this
proposal for consideration and presentation at our 2006 annual
meeting of shareholders. The Funds address is 350 Fordham
Road, Wilmington, Massachusetts 01887. In accordance with SEC
regulations, we include the shareholder proposal plus any
supporting statement exactly as submitted by the proponent.
Director Election Majority Vote Standard Proposal
Resolved: That the shareholders of Post Properties, Inc.
(Company) hereby request that the Board of Directors
initiate the appropriate process to amend the Companys
articles of incorporation to provide that director nominees
shall be elected by the affirmative vote of the majority of
votes cast at an annual meeting of shareholders.
Supporting Statement: Our Company is incorporated in
Georgia. Among other issues, Georgia corporate law addresses the
issue of the level of voting support necessary for a specific
action, such as the election of corporate directors. Georgia law
provides that unless a companys articles of incorporation
provide otherwise, a plurality of all the votes cast at a
meeting at which a quorum is present is sufficient to elect a
director. (Georgia Business Corporation Code, 14-2-728.a.)
Our Company presently uses the plurality vote standard to elect
directors. This proposal requests that the Board initiate a
change in the Companys director election vote standard to
provide that nominees for the board of directors must receive a
majority of the vote cast in order to be elected or re-elected
to the Board.
We believe that a majority vote standard in director elections
would give shareholders a meaningful role in the director
election process. Under the Companys current standard, a
nominee in a director election process can be elected with as
little as a single affirmative vote, even if a substantial
majority of the votes cast are withheld from that
nominee. The majority vote standard would require that a
director receive a majority of the vote cast in order to be
elected to the Board.
The majority vote proposal received high levels of support last
year, winning majority support at Advanced Micro Devices,
Freeport McMoRan, Marathon Oil, Marsh & McLennan,
Office Depot, Raytheon, and others. Leading proxy advisory firms
recommended voting in favor of the proposal.
Some companies have adopted board governance policies requiring
director nominees that fail to receive majority support from
shareholders to tender their resignations to the board. We
believe that these policies are inadequate for they are based on
continued use of the plurality standard and would allow director
nominees to be elected despite only minimal shareholder support.
We contend that changing the legal standard to a majority vote
is a superior solution that merits shareholder support.
Our proposal is not intended to limit the judgment of the Board
in crafting the requested governance change. For instance, the
Board should address the status of incumbent director nominees
who fail to receive a majority vote under a majority vote
standard and whether a plurality vote standard may be
appropriate in director elections when the number of direct or
nominees exceeds the available board seats.
We urge your support for this important director election reform.
39
Company Response to Proposal 3
The board of directors has carefully considered the proposal and
for the reasons described below does not believe that it is in
the best interests of our company and our shareholders to amend
our articles of incorporation to provide for the election of
directors by a majority of the votes cast.
In 2004, we declassified our board of directors, and we
currently elect all of our directors each year by a plurality
voting standard. Under plurality voting, which is the
predominant voting standard for public companies incorporated in
Georgia and among all U.S. public companies, nominees who
receive the most affirmative votes are elected to the board. The
plurality standard has served us well for many years. In fact,
in no instance can it be found that plurality voting prevented
our shareholders from either electing the directors they wanted
to elect or otherwise expressing their dissatisfaction with any
particular director or the board as a whole.
We are committed to strong corporate governance policies and
practices, and believe that this commitment is important to
shareholders to ensure that Post Properties is governed and
managed with the highest standards of responsibility, ethics and
integrity. As part of that commitment, the board has adopted a
Policy on Majority Voting, included as Annex A to this
Proxy Statement. Under 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, 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, and whether the directors resignation from the
board would be in the best interests of our company and our
shareholders. Under the policy, the board is required to take
formal action on the recommendation no later than 75 days
following the date of the shareholders meeting, and will
publicly disclose the boards decision within four business
days after the decision is made.
The proposal does not address the negative and unknown
consequences of instituting a majority vote system at this time.
For example, the proposal does not address what would occur if
no candidate receives the requisite majority vote or how or when
we would fill any vacancy resulting from a candidate not
receiving the requisite majority vote. Also, any vacancies
resulting from the adoption of a majority vote standard could
leave us unable to meet NYSE listing requirements relating to
the independence and financial literacy of directors, or SEC
requirements relating to audit committee financial experts.
Further, Georgia law provides that despite the expiration of a
directors term, a director continues to serve until his or
her successor is elected and qualified or until there is a
decrease in the number of directors. This is called the
hold over rule. Under the proposal, an incumbent
director who does not receive a majority of the votes cast would
continue to remain in office until such persons successor
was elected and qualified, absent resignation or removal from
the board. We believe that this hold over situation
would not reflect the views of shareholders who have chosen to
exercise their right to vote for the directors of their choice
at the annual meeting. However, under the policy adopted by our
board, a director that does not receive a greater number of
votes cast for than votes withheld must submit his
or her resignation to the board.
40
Finally, the proposal, unlike the boards policy, does not
distinguish between contested and uncontested board elections.
In the event that an election of directors were to be contested,
as was the case in 2003, the proposal could make it more
difficult for any nominees (including opposition nominees) to be
elected and, in such event, under the hold over rule
the incumbent directors would continue in office until the next
election.
We believe that an amendment to our articles of incorporation or
bylaws to institute majority voting with its negative and
unknown consequences would be undesirable at this time. A
majority voting standard is currently being considered and
evaluated by governmental authorities, legal scholars and other
experts, corporations and investors in an effort to determine
whether adoption of the standard for U.S. public companies
is a worthy and workable goal. No consensus has yet emerged on
this issue. The board is monitoring these discussions and, if
appropriate and in the best interest of our shareholders, will
take further action to maintain its commitment to high standards
of corporate governance. Finally, we believe that the quality of
our directors has a far greater impact on our governance than
the voting standard used to elect them.
For these reasons, we believe that the policy adopted by our
board is preferable to an amendment to the articles of
incorporation and preserves the greatest degree of flexibility
for future determinations by the board as we continue to monitor
developments concerning plurality and majority voting. Our board
therefore recommends that shareholders vote against the proposal.
The Board of Directors recommends a vote AGAINST
the approval of the shareholder proposal.
41
EQUITY COMPENSATION PLAN INFORMATION
The following table presents information as of December 31,
2005 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.
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(c) |
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(b) |
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Number of Securities |
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(a) |
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Weighted Average |
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Remaining Available for |
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Number of Securities to |
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Exercise Price of |
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Future Issuance under Equity |
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be Issued upon Exercise |
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Outstanding Options, |
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Compensation Plans |
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of Outstanding Options, |
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Warrants and |
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(Excluding Securities Reflected |
Plan Category |
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Warrants and Rights(#) |
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Rights($) |
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in Column (a))(#) |
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Equity compensation plans approved by security holders 1993
Employee Stock Plan
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2,384,557 |
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36.00 |
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2003 Incentive Stock Plan
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1,149,621 |
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28.32 |
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2,485,779 |
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2002 Shareholder Value Plan
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200,000 |
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Total
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3,534,178 |
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33.50 |
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2,685,779 |
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Equity compensation plans not approved by security holders
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N/A |
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N/A |
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N/A |
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Total
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3,534,178 |
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33.50 |
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2,685,779 |
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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. Stella F.
Thayers Form 3 and a Form 4 were filed late due
to an administrative error. Based solely upon a review of copies
of reports and certain representations of our executive officers
and directors, except as disclosed above, all such persons have
complied with the applicable reporting requirements.
Shareholder Proposals
To be eligible to include a shareholder proposal in our proxy
statement for the 2007 annual meeting of shareholders pursuant
to Rule 14a-8
under the Exchange Act, we must receive the shareholder proposal
on or before December 8, 2006.
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 17,
2007 (90 days before May 18, 2007, the anniversary of
our 2006 annual meeting) but not before January 18, 2007
(120 days before May 18, 2007, the anniversary of our
2006 annual meeting). Any shareholder proposal notice must
comply with the provisions specified in our bylaws. In addition,
in order for proposals submitted 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 17, 2007.
42
Shareholder proposals should be sent to:
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Post Properties, Inc. |
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One Riverside |
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4401 Northside Parkway, Suite 800 |
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Atlanta, Georgia 30327-3057 |
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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.
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By Order of the Board of Directors, |
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![-s- SHERRY W. COHEN](g99077dg9907708.gif) |
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Sherry W. Cohen |
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Executive Vice President and Secretary |
Atlanta, Georgia
April 7, 2006
43
APPENDIX A
POST PROPERTIES INC.
POLICY ON MAJORITY VOTING
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 Committee). As
used in this Policy, an uncontested election of
Directors is an election in which the only nominees are
persons nominated by the Board of Directors.
The Committee will consider such tendered 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 such resignation. In determining its recommendation
to the Board, the Committee will consider all factors deemed
relevant by the members of the Committee including, without
limitation, 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
whether the Directors resignation from the Board would be
in the best interests of the Company and its shareholders.
The Committee also will consider a range of possible
alternatives concerning the Directors tendered resignation
as the members of the Committee deem appropriate, including,
without limitation, 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 Committee to have substantially
resulted in the withheld votes.
The Board will take formal action on the Committees
recommendation no later than 75 days following the date of
the shareholders meeting at which the election occurred.
In considering the Committees recommendation, the Board
will consider the information, factors and alternatives
considered by the Committee and such additional information,
factors and alternatives as the Board deems relevant.
Following the Boards decision on the Committees
recommendation, the Company, within four business days after
such decision is made, will publicly disclose, in a
Form 8-K filed
with the Securities and Exchange Commission, the Boards
decision, together with 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.
No Director who, in accordance with this Policy, is required to
tender his or her resignation, shall participate in the
Committees deliberations or recommendation, or in the
Boards deliberations or determination, with respect to
accepting or rejecting his or her resignation as a Director. If
a majority of the members of the Committee received a greater
number of votes withheld from their election than
votes for their election, then the independent
Directors then serving on the Board who received a greater
number of votes for their election than votes
withheld from their election, and the Directors, if
any, who were not standing for election, will appoint an ad hoc
Board committee from
A-1
amongst themselves (the Ad Hoc Committee),
consisting of such number of Directors as they may determine to
be appropriate, solely for the purpose of considering and making
a recommendation to the Board with respect to the tendered
resignations. The Ad Hoc Committee shall serve in place of the
Committee and perform the Committees duties for purposes
of this Policy. Notwithstanding the foregoing, if an Ad Hoc
Committee would have been created but fewer than three Directors
would be eligible to serve on it, the entire Board (other than
the Director whose resignation is being considered) will make
the determination to accept or reject the tendered resignation
without any recommendation from the Committee and without the
creation of an Ad Hoc Committee.
This Policy, as it may from time to time be amended, will be
summarized or included in the Companys proxy statement for
each meeting of shareholders (annual or special) at which
directors are to be elected.
A-2
APPENDIX B
POST PROPERTIES, INC.
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:
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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; |
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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; |
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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; |
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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; |
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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); and |
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f) the Company would be required to include disclosure in
its annual proxy statement for such director pursuant to
Item 404 of
Regulation S-K
(excluding Items 404(b)(4), 404(b)(5) and 404(b)(6) of
Regulation S-K). |
B-1
Notwithstanding the foregoing, if the Board affirmatively
determines that a director who does not meet the standards in
subsection (f) is nevertheless independent, the Board
will disclose a specific explanation of its determination in the
Companys annual proxy statement.
For purposes of these guidelines, the terms:
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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; |
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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 |
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immediate family has the meaning set forth in
Rule 303A.02 of the New York Stock Exchange, as amended
from time to time. |
B-2
POST PROPERTIES, INC.
Voter Control Number
Annual Meeting Proxy Card
PLEASE REFER TO THE REVERSE SIDE FOR TELEPHONE AND INTERNET VOTING INSTRUCTIONS.
Election of Directors
The Board of Directors recommends a vote FOR the listed nominees.
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01 - Robert C. Goddard, III
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02 - David P. Stockert
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03 - Herschel M. Bloom
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04 - Douglas Crocker II
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05 - Walter M. Deriso, Jr. |
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06 - Russell R. French
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07 - Nicholas B. Paumgarten
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08 - Charles E. Rice
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09 - Stella F. Thayer
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10 - Ronald de Waal |
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o For All Nominees
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o Withhold From All Nominees
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o For All Except
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To withhold a vote
from a specific
nominee(s), mark
this box and the
box below that
corresponds to the
number for the
nominee(s) in the
list above. |
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01 o
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02 o
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03 o
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04 o
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05 o |
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06 o
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07 o
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08 o
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09 o
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Issues
The Board of Directors recommends a vote FOR Proposal 2.
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For |
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Against |
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Abstain |
2.
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To ratify the appointment of Deloitte & Touche LLP as the independent
registered public accountants for 2006.
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The Board of Directors recommends a vote AGAINST Proposal 3.
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Abstain |
3.
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To act upon a shareholder proposal relating to voting standards in the election
of directors.
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4.
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To transact such other business as may properly come before the meeting
or any adjournment or postponement of the meeting. |
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Authorized Signatures -- Sign Here -- This section must be completed for your instructions to be
executed.
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.
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Signature:
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Signature:
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Date: |
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Proxy -- Post Properties, Inc.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 18, 2006
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 Thursday, May 18, 2006, at 9:00 a.m., local time, at
The Lyceum, 201 S. Washington Street, Alexandria, Virginia 22314. 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.
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.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED,
THE PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 AND AGAINST PROPOSAL 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2 AND AGAINST PROPOSAL 3.
INTERNET ACCESS IS HERE!
Post Properties, Inc. is pleased to announce that registered shareholders now have an innovative
and secure means of accessing and managing their registered accounts on-line. Please note this
excludes participants in the 401(k) Plan, as Computershare Trust Company does not administer the
Plan. This easy-to-use service is only a click away at:
http://www.computershare.com/equiserve
In order to access your account and request your temporary password (or PIN), you will need your
Social Security number and Issue ID (3714). Please click on the Establish or recover access to
your account tab and follow the instructions and a temporary password will be mailed to your
address of record. If you have any questions about using this service, please contact us at:
1-800-633-4236
Telephone and Internet Voting Instructions
You can vote by telephone OR Internet! 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.
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To vote using the Telephone (within U.S. and Canada) |
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To vote using the Internet |
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Call toll free 1-800-652 VOTE (8683) in the United States or Canada any time on a touch tone
telephone. There is NO CHARGE to you for the
call.
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Go to the following web site: WWW.COMUPTERSHARE.COM/EXPRESSVOTE |
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Follow the simple instruction provided by the
recorded message.
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Enter the information requested on your computer screen and follow the simple
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If you vote by telephone or Internet, please DO NOT mail back this proxy card.
Proxies submitted by telephone or Internet must be received by 1:00 a.m., Central Time, on May 18, 2006.
THANK YOU FOR VOTING